3. Amendment to Section 4.1. Cellective and DFCI hereby agree to amend Section 4.1 of the Agreement by replacing the first sentence thereof with the following:
Within forty-five (45) days after March 31, June 30, September 30 and December 31 of each year following First Commercial Sale in which this Agreement is in effect, Licensee shall deliver to DFCI full, true and accurate reports of its activities and those of its Affiliates or Sublicensee(s), if any, relating to this Agreement during the preceding three month period.
4. Amendment to Section 5.1.2. Cellective and DFCI hereby agree to amend the first sentence of Section 5.1.2 of the Agreement by deleting the phrase Within [***] ([***]) after the Effective Date and replacing it with the phrase On or before September 15, 2005.
5. Limited Release and Acknowledgement. DFCI hereby waives and forever discharges Cellective, its assigns, and successors, and any directors and officers of the foregoing (each, a Released Entity), from any claims that DFCI may have against any Released Entity arising out of, or relating to Cellectives failure to provide a development plan pursuant to the original Agreement. DFCI acknowledges receipt of a development plan, including a development and commercialization report, from Cellective on September 1, 2005. DFCI acknowledges and agrees, as of the date that DFCI has executed this letter agreement, that (a) the Agreement is in full force and effect and has not been modified, changed, altered or amended in any respect except as provided in this letter agreement; and (b) to DFCIs best knowledge, Cellective is not in default in the performance or observance of any of its obligations under the Agreement, and there exists no event or condition which, with notice or the lapse of time or both, would constitute such a default.
6. Amendment to Section 5.1.3(c). Cellective and DFCI hereby agree to amend and restate Section 5.1.3(c) of the Agreement in its entirety as follows:
| ||(c) || |
First use in humans of the material described in subparagraph 5.1.3 (b) above on or before [***].
7. Amendment to Section 5.5. Cellective and DFCI hereby agree to amend and restate Section 5.5 of the Agreement in its entirety as follows:
| ||5.5 || |
Publicity Use of Name. Licensee, its Affiliates and Sublicensees are not permitted to use the names of DFCI, its related entities or its employees, or any adaptations thereof, in any advertising, promotional or sales literature, without the prior written consent of DFCI in each case provided, however, that Licensee may (a) refer to publications in the scientific literature by employees of DFCI, (b) state that a license from DFCI has been granted as provided in this Agreement, (c) refer
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.