Letter Amendment to Amended and Restated License Agreement (2008) between Merck KGaA and Biomira Management Inc.
This amendment to the 2008 License Agreement between Merck KGaA and Biomira Management Inc. updates the list of approved trademarks for a pharmaceutical product, following regulatory feedback. The parties agree to use the trademarks STIMRIS, STIMUVAY, and STIMUVAM, and release each other from obligations related to previously considered trademarks. Both companies confirm compliance with prior trademark assignment obligations. The amendment is effective upon signature by both parties.
EXHIBIT 10.2
Merck KGaA ·Germany Frankfurter Str. 250 ·64293 Darmstadt
| Biomira Management Inc. | Date | April 30, 2013 | ||
| Attn: Robert L. Kirkman, M.D. | Division/Dept. | LE-TA Trademarks Group A | ||
| 2601 Fourth Avenue | Care of | Thomas Tresper | ||
| SEATTLE, WA 98004 | Phone | +49 6151 72-6020 | ||
| USA | Fax | +49 6151 72-3378 | ||
| ***@*** |
| Re: | Letter Amendment to Amended and Restated License Agreement (2008) |
Dear Dr. Kirkman,
As you are aware, the FDA recently informed Merck KGaA (“MERCK”) that the brand name STIMUVAX would not be approved for the marketing of L-BLP25 in the United States. STIMRIS, however, would currently be approved as a brand name. Further, the EMA informed MERCK that the name STIMUVAX would not be approved in the European Union, but the names STIMRIS, STIMUVAM and STIMUVAY would currently be approved.
In view of the above, MERCK proposes the following amendments (“Letter Amendment”) to the Amended and Restated License Agreement (2008) effective as of December 18, 2008, between Biomira Management Inc. (“ONCOTHYREON”) and MERCK (“Amended and Restated License Agreement”):
| 1. | ONCOTHYREON and MERCK agree that TRADEMARK means the trademarks STIMRIS, STIMUVAY and STIMUVAM. |
| 2. | ONCOTHYREON confirms that MERCK is released from all obligations regarding the trademarks STIMUVAX, STENVAX, SIATOPE , THEXOPE and JEXAVE, including, without limitation, the obligation to diligently pursue the filing, maintenance and defense of these trademarks. |
| 3. | MERCK confirms that ONCOTHYREON is released from all obligations to maintain the trademarks and trademark applications identified in this Letter Amendment, and has complied with the obligations set forth in Section 5.12.3 of the Amended and Restated License Agreement with respect to the assignment of such trademarks and trademark applications to MERCK. |
Merck KGaA ·Germany
| Frankfuner Str. 250 | Corporation with General Partners | Executive Board and General Partners: | ||
| 64293 Darmstadt | Commercial Register AG Darmstadt HRB 6164 | |||
| Phone +49615 1 72-0 | Registered Office: Darmstadt | Karl-Ludwig Kley (Chairman), | ||
| Fax +49 615 1 72-2000 | Chairman of the Supervisory Board: | Kai Beckmann, Stefan Oschmann, | ||
| www.merck.de | Rolf Krebs | Bernd Reckmann, Matthias Zachert |
By their signatures below, MERCK and ONCOTHYREON agree to the terms of this Letter Amendment.
Sincerely,
Merck KGaA
| ppa. | i.V. | |||
| /s/ Jens Eckhardt | /s/ Thomas Tresper | |||
| By: Jens Eckhardt | By: Thomas Tresper | |||
| Associate General Counsel | Head of Trademarks Group A | |||
Accepted and Agreed:
Biomira Management Inc.
| /s/ Robert L. Kirkman |
| By: Robert L. Kirkman |
| President |
Merck KGaA ·Germany
| Frankfuner Str. 250 | Corporation with General Partners | Executive Board and General Panners: | ||
| 64293 Darmstadt | Commercial Register AG Darmstadt HRB 6164 | |||
| Phone +49 6151 72-0 | Registered Office: Darmstadt | Karl -Ludwig Kley (Chairman), | ||
| Fax +49 6151 72-2000 | Chairman of the Supervisory Board: | Kai Beckmann, Stefan Oschmann, | ||
| www.merck.de | Rolf Krebs | Bernd Reckmann, Matthias Zachen |
