FIRST AMENDMENT TO EXCLUSIVE CHANNEL COLLABORATION AGREEMENT
THIS FIRST AMENDMENT is entered into as of this 28th day of June, 2013 and serves to amend the Exclusive Channel Collaboration Agreement entered into by and between Intrexon Corporation (Intrexon) and Fibrocell Science, Inc. (Fibrocell), on October 5, 2012 (the Agreement). All capitalized terms not defined herein shall have the meaning set forth in the Agreement.
WHEREAS, Intrexon has expertise in and owns or controls proprietary technology relating to the identification, design and production of genetically modified cells and DNA vectors, and the control of expression of proteins and bioactive RNA species; and
WHEREAS, pursuant to the Agreement, Fibrocell is currently Intrexons exclusive channel collaborator with the right to use Intrexon technology to research, develop and commercialize products for use in a specific Field (as defined in the Agreement); and
WHEREAS, Fibrocell now desires to broaden the scope of its rights under the Agreement in order to research, develop and commercialize products for use in certain additional areas as more fully described below, and Intrexon is willing to grant such additional rights in exchange for certain compensation as more fully described below.
NOW THEREFORE, in consideration of the foregoing and the covenants and promises contained herein, the Parties hereby agree to amend the Agreement pursuant to Section 12.7 thereof as follows:
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Section 1.29 of the Agreement is hereby replaced in its entirety with the following:
1.29 Field means, as of the Effective Date and irrespective of whether such requires regulatory approval, (i) the enhanced production and purification of non-genetically modified human autologous fibroblasts for use in all aesthetic and therapeutic indications; (ii) the enhanced production and purification of non-genetically modified human autologous dermal cells for use in aesthetic and therapeutic treatment of dermal, vocal cord, and periodontal indications; (iii) the development of genetically modified autologous human fibroblasts for use in all aesthetic and therapeutic indications where an autologous fibroblast itself is the principal effector of the product in contrast to the use of autologous fibroblasts as the source of expression of a systemically available therapeutic protein in which that protein (and not the fibroblast per se) is the principal therapeutic effector; (iv) the development of genetically modified autologous human dermal cells for aesthetic and therapeutic treatment of dermal, vocal cord, and periodontal indications; and (v) autologous human fibroblasts genetically modified to express a therapeutic protein and/or bioactive RNA for the treatment of autoimmune and non-infectious inflammatory disorders that manifest in cutaneous tissues, fascia and/or muscle. For clarity, the Field does not include inductive pluripotent cell products that are derived from autologous fibroblasts or dermal cells or products that are subject to an existing Intrexon collaboration.
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In partial consideration for the additional rights granted to Fibrocell hereunder, Fibrocell shall issue to Intrexon, as an additional access fee for commercial license rights to the Intrexon IP