Amendment to License Agreement between the Registrant (as successor in interest to Humabs BioMed SA) and the Institute for Research in Biomedicine, dated February 10, 2012
AMENDMENT TO LICENSE AGREEMENT
Humabs Biomed, SA
The Institute For Research in Biomedicine
February 10, 2012
Whereas, Humabs Biomed SA (Humabs) and the Institute for Research in Biodmedicine (IRB) are parties to a license agreement dated as of December 16, 2011 (the License Agreement).
Whereas, Humabs is in the business of commercializing novel antibodies and related IP licensed to Humabs by the IRB.
Whereas, Humabs from time to time enters into sublicense agreements with third parties, as permitted by the License Agreement, and the parties have agreed to make certain amendments to the License Agreement as set forth herein to accommodate requests of certain sublicensees.
Whereas, Humabs has, on or about the date hereof, entered into a sublicense agreement with Medimmune; references herein to sublicensee shall apply only to Medimmune unless and until the parties agree in writing to add other sublicensees who will also be included hereunder.
Therefore, the parties agree as follows:
Section 2.2 of the License Agreement shall be amended by adding the following sentence at the end of such section: Copies of sublicense agreements hereunder may be redacted where required by the sublicensee to remove financial and other information if and to the extent required by the sublicensee. IRB acknowledges that the terms of such sub-licence agreement are confidential and shall be treated as confidential information of Humabs in accordance with clause 5.4. IRB shall not disclose such sub-license agreement or any terms thereof to any person without the prior express written consent of such sub-licensee, which consent may be withheld by such sub-licensee in its sole discretion. IRB shall limit internal disclosure of such sub-license agreement only to persons with a need to know and who are bound by obligations of confidentiality with respect thereto equivalent to those set forth in the sub-license agreement.
Section 2.3 of the License Agreement shall be amended by striking the first sentence thereof and substituting the following in its place: The IRB retains the right to practice the Licensed IP solely for internal research purposes (and not for commercial exploitation); such Licensed IP may be used for teaching or education only to the extent it is has been published in a patent application or otherwise properly publicly disclosed,
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and for clarity in no event will any such IP, or related knowhow or antibodies be used for teaching or education if such IP, knowhow or antibodies is confidential under the License Agreement or Research Agreement between IRB and Humabs (including without limitation Research Invent ions, Knowhow , Research Records and Data as defined therein) or if such IP, knowhow or antibodies have been exclusively licensed to a sublicensee under terms which prohibit its use for such purposes .
Section 5.3(b) of the License Agreement shall be amended by striking the reference to Sublicensees there from.
Section 5.7 of the License Agreement shall be amended by adding the following sentence at the end of such section: The foregoing notwithstanding, any publication which contains information related to research projects undertaken in connection with a research agreement between Humabs and a third party shall not be published without the approval of such third party in such third partys sole discretion.
Section 7.1 of the License Agreement shall be amended by adding the following sentence at the end of such section: The foregoing notwithstanding , IRB may not transfer to any third party any antibodies generated by IRB pursuant to research undertaken for Humabs or any third party or any related know-how, materials or results.
Executed as of the date first above written.
|Humabs Biomed SA|
|Title:||Member of the Board|
|Humabs Biomed SA|
|By:||/s/ Anders Harfstraad|
|Title:||President & CEO|
|Institute for Research in Biomedicine||Institute for Research in Biomedicine|
|Title:||Member of IRB Foundation Council||Title:||IRB Vice-director|
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