EXHIBIT 10.87
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
AMENDMENT NO. 1 TO
COLLABORATION AND LICENSE AGREEMENT
This AMENDMENT NO. 1 to COLLABORATION AND LICENSE AGREEMENT (this "Amendment")
dated as of March 19, 2004 (the "Amendment Effective Date"), is entered into by
and between, on the one hand, ABGENIX, INC., a Delaware corporation ("ABX"),
having a place of business at 6701 Kaiser Drive, Fremont, California 94555,
U.S.A., and, on the other hand, ASTRAZENECA UK LTD., a company incorporated in
England under no. 3674842 whose registered office is at 15 Stanhope Gate,
London, WIK 1LN, England ("AZ").
RECITALS
A.
The parties have entered into the Collaboration and License
Agreement dated as of October 15, 2003 (the "Agreement").
B.
The parties now desire to amend the Agreement to include the right
to use XenoMouse® Lambda Animals (as defined in the Agreement) [Confidential
Treatment Requested] with the Amendment No. 1 Antigen (as defined below) on the
terms and conditions set forth below.
NOW THEREFORE, in consideration of the foregoing premises and the mutual
covenants set forth below, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties, intending
to be legally bound, agree as follows:
1.
DEFINITIONS.
ALL CAPITALIZED TERMS NOT DEFINED IN THIS AMENDMENT
SHALL HAVE THE MEANING SET FORTH IN THE AGREEMENT.
2.
ACKNOWLEDGEMENTS.
THE PARTIES ACKNOWLEDGE THAT PURSUANT TO
SECTION 4.18.2 OF THE AGREEMENT:
2.1
AZ HAS REQUESTED TO INCLUDE UNDER THE SCOPE OF THE AGREEMENT THE
USE OF XENOMOUSE LAMBDA ANIMALS WITH RESPECT TO THE ANTIGEN DESCRIBED ON
EXHIBIT A TO THIS AMENDMENT (THE "AMENDMENT NO. 1 ANTIGEN").
2.2
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AMENDMENT AND THE
AGREEMENT, ABX HEREBY GRANTS TO AZ NON-EXCLUSIVE SUBLICENCES UNDER THE FOLLOWING
ABX IN-LICENSES PURSUANT TO WHICH ABX CONTROLS XENOMOUSE LAMBDA ANIMALS AS
APPLICABLE TO ANTIBODIES THAT BIND TO AND ARE DIRECTED AGAINST THE AMENDMENT NO.
1 ANTIGEN [CONFIDENTIAL TREATMENT REQUESTED] : (A) THAT CERTAIN LICENSE
AGREEMENT BETWEEN ABX AND THE MEDICAL RESEARCH COUNCIL, DATED DECEMBER 14, 1998
(AS AMENDED OR RESTATED FROM TIME TO TIME) ("MRC II"), AND (B) THAT CERTAIN
LICENSE AGREEMENT BETWEEN ABX AND BABRAHAM BIOSCIENCE TECHNOLOGIES LIMITED
("BABRAHAM") DATED MAY 14, 2002 (AS AMENDED OR RESTATED FROM TIME TO TIME, THE
"BABRAHAM AGREEMENT").
AZ ACKNOWLEDGES THAT ABX HAS PROVIDED TO AZ REDACTED
COPIES OF SUCH ABX IN-LICENSES.
1
2.3
AZ ACKNOWLEDGES AND AGREES THAT IT SHALL BE SUBJECT TO THE TERMS
AND CONDITIONS APPLICABLE TO AZ AS A SUBLICENSEE UNDER THE BABRAHAM AGREEMENT.
EXHIBIT B TO THIS AMENDMENT DESCRIBES SUCH TERMS AND CONDITIONS AND CONTAINS A
CALCULATION OF THE LAMBDA PAYMENTS (AS DEFINED IN SECTION 3.1 OF THIS AMENDMENT)
PAYABLE BY AZ TO ABX BY REASON OF THE BABRAHAM AGREEMENT [CONFIDENTIAL TREATMENT
REQUESTED].
2.4
AZ ACKNOWLEDGES AND AGREES THAT IT SHALL BE SUBJECT TO THE TERMS
AND CONDITIONS APPLICABLE TO