Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions.
AMENDMENT TO LICENSE AGREEMENT
THIS AMENDMENT TO the December 21, 2006 LICENSE AGREEMENT (this Amendment) is made and entered into this 1st day of August, 2019 (the Effective Date), by and between KYOWA KIRIN CO., LTD., a Japanese corporation with its principal offices at 1-9-2 Otemachi, Chiyoda-ku, Tokyo (Kirin) and AVEO PHARMACEUTICALS, INC., a Delaware Corporation with its principal offices at 1 Broadway, Cambridge, MA 02142 United States (Aveo). Kirin and Aveo may be referred to herein each, individually, as a Party or, collectively, as the Parties. Capitalized terms used in this Amendment shall have the same meanings given to them in the Agreement (defined below), except as expressly otherwise defined herein.
WHEREAS, Kirin Brewery Co., Ltd. and Aveo are Parties to a License Agreement with an effective date of December 21, 2006 (the Agreement) and Kirin is the successor to all of Kirin Brewery Co., Ltd.s rights and obligations under the Agreement;
WHEREAS, pursuant to Section 12.2 of the Agreement, the Parties wish to amend the Agreement to limit the scope of the licensed field to oncology; and
WHEREAS, Kirin wishes to buy back from Aveo and thereafter exclusively retain all rights with respect to the Licensed Product outside such licensed field.
NOW, THEREFORE, the Parties hereto, intending to be legally bound hereby, mutually agree to amend the Agreement as follows:
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Section 1.30 of the Agreement is hereby deleted and replaced in its entirety with the following:
1.30 Field means the diagnosis, prevention, and treatment of any and all oncologic diseases and conditions in humans.
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Notwithstanding the amended definition of Field, Aveo shall retain all of its rights and obligations arising from the original definition of Field under the Agreement with respect to the exclusive sublicense Aveo granted to EUSA Pharma (UK) Limited (EUSA) under the License Agreement between EUSA and Aveo effective as of December 18, 2015 (the EUSA Sublicense Agreement) but such rights and obligations shall be limited to the extent necessary to allow the rights sublicensed to EUSA to continue in effect as provided in the EUSA Sublicense Agreement in all countries in which EUSA has been granted a sublicense pursuant to the EUSA Sublicense Agreement, to the extent the EUSA Sublicense Agreement is in effect.