First Amendment to Collaboration Agreement between PDL BioPharma, Inc. and Biogen Idec MA Inc.
PDL BioPharma, Inc. and Biogen Idec MA Inc. have amended their original Collaboration Agreement dated September 12, 2005. This amendment removes Section 16.4, which previously addressed the consequences of a change of control, allowing either party to assign the agreement in such an event without the restrictions that were in place. All other terms of the original agreement remain unchanged. The amendment is effective as of November 1, 2007.
Exhibit 10.1
FIRST AMENDMENT TO
COLLABORATION AGREEMENT
THIS FIRST AMENDMENT TO COLLABORATION AGREEMENT (the Amendment) amends the Collaboration Agreement entered into as of September 12, 2005 (the Agreement) by and between PDL BioPharma, Inc. (formerly Protein Design Labs, Inc.), a Delaware corporation (PDL), and Biogen Idec MA Inc., a Massachusetts corporation (Biogen Idec).
RECITALS
WHEREAS, the Parties desire to amend the Agreement to delete Section 16.4 of the Agreement regarding consequences of a Change of Control (as defined in the Agreement), to permit the Agreement, as amended, to be assigned by either Party upon a Change of Control as provided in Section 18.1 of the Agreement without the consequences that would have occurred under Section 16.4.
NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the Parties, intending to be legally bound, agree as follows:
1. Capitalized Terms. The capitalized terms used herein shall have the same definitions as provided in the Agreement.
2. Deletion of Section 16.4; No Other Amendment. Section 16.4 of the Agreement is hereby deleted in its entirety and Section 16.5 is renumbered as Section 16.4. Except as provided in this Section 2, the Agreement shall continue in full force and effect.
This Amendment may be executed in counterparts, all of which taken together shall be regarded as one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this First Amendment to Collaboration Agreement through their duly authorized representatives to be effective as of November 1, 2007.
PDL BIOPHARMA, INC. | BIOGEN IDEC MA INC. | |||||||
By: | /s/ L. Patrick Gage | By: | /s/ James C. Mullen | |||||
Title: | Interim Chief Executive Officer | Title: | Chief Executive Officer | |||||
Date: | October 30, 2007 | Date: | November 1, 2007 |