Exhibit 10.2
CONFIDENTIAL PROVISIONS REDACTED
AMENDMENT NO. 2
TO
CLINICAL DRUG SUBSTANCE SUPPLY AGREEMENT
THIS AMENDMENT NO. 2 TO CLINICAL DRUG SUBSTANCE SUPPLY AGREEMENT (this
"Amendment") is entered into with effect as of 25 September 2009 (the "Amendment
Effective Date") by and between Genmab MN, Inc. ("Genmab") and Facet Biotech
Corporation ("Facet") (Genmab and Facet hereinafter together referred to as the
"Parties").
WHEREAS, Genmab and Facet are parties to that certain Clinical Drug Substance
Supply Agreement with an effective date of 13 March 2008, as amended 17
March 2009 (as amended, the "Agreement");
WHEREAS, Facet paid Genmab a deposit on 28 July 2008, of [****]* US Dollars
($[****]*) for the Second Purchase Order and a further deposit on 30 July 2009,
of [****]* US Dollars ($[****]*) for the Third Purchase Order, constituting
[****]* percent ([****]*) of the Preliminary Purchase Price for the [****]*
Batches (as defined herein); and
WHEREAS, Genmab and Facet wish to amend the Agreement to reflect the mutually
acceptable resolutions reached on disputed matters;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and other good and valuable consideration the receipt of which is hereby
acknowledged, the Parties hereby agree as follows:
1.
UNLESS OTHERWISE DEFINED HEREIN, CAPITALIZED TERMS USED IN THIS
AMENDMENT SHALL HAVE THE MEANINGS ASSIGNED THERETO IN THE AGREEMENT.
2.
FACET SHALL DEPOSIT AN AMOUNT EQUAL TO [****]* PERCENT ([****]*)
OF THE PRELIMINARY PURCHASE PRICE, WHICH IS [****]* US DOLLARS ($[****]*) PER
BATCH FOR A TOTAL OF ONE MILLION ONE HUNDRED TWENTY-FIVE THOUSAND US DOLLARS
($1,125,000) FOR THE [****]* BATCHES (AS DEFINED HEREIN), WHICH WOULD BRING THE
TOTAL DEPOSIT FOR THE [****]* BATCHES TO FOUR MILLION EIGHT HUNDRED SEVENTY-FIVE
THOUSAND US DOLLARS ($4,875,000) OR [****]* ([****]*) OF THE PRELIMINARY
PURCHASE PRICE, TO GENMAB WITHIN [****]* AFTER FULL EXECUTION OF THIS AMENDMENT
BY THE PARTIES.
3.
THE PARTIES AGREE THAT THE MANUFACTURE OF THE [****]* BATCHES
PREVIOUSLY ORDERED BY FACET PURSUANT TO THE SECOND PURCHASE ORDER
([****]*,[****]*) HAVE NOT BEEN CANCELLED, BUT RATHER HAVE BEEN POSTPONED AND
CONSTITUTE [****]* ([****]*) OF THE [****]*BATCHES OF PRODUCT (EACH, A "BATCH",
AND COLLECTIVELY, THE "[****]* BATCHES") STILL TO BE MANUFACTURED BY GENMAB FOR
FACET PURSUANT TO THE AGREEMENT.
THE PARTIES AGREE THAT FACET HAS SATISFIED ALL
OF ITS OBLIGATIONS IN SECTION 3.1.3 OF THE AGREEMENT.
4.
SECTION 1 OF THE AGREEMENT IS AMENDED TO ADD THE FOLLOWING TERM
AND DEFINITION:
* Certain information on this page has been omitted and filed separately with
the SEC. Confidential treatment has been requested with respect to the omitted
portions.
"Production Year" shall mean a 12-month period commencing 1 January of a given
calendar year and ending 31 December of that calendar year.
5.
SECTION 3 OF THE AGREEMENT IS AMENDED TO ADD THE FOLLOWING NEW
SUBSECTION:
3.5
[****]* Remaining Batches
3.5.1
Notice and Timing. No later than [****]*, Facet shall notify Genmab
in writing of the estimated production timeframe, by year, for the [****]*
Batches (the "Order").
(a)
For manufacturing of a Batch under a previously