Attached files
| file | filename |
|---|---|
| 10-K - GENVEC INC | v176567_10k.htm |
| EX-31.2 - GENVEC INC | v176567_ex31-2.htm |
| EX-31.1 - GENVEC INC | v176567_ex31-1.htm |
| EX-24.1 - GENVEC INC | v176567_ex24-1.htm |
| EX-23.1 - GENVEC INC | v176567_ex23-1.htm |
| EX-32.2 - GENVEC INC | v176567_ex32-2.htm |
| EX-32.1 - GENVEC INC | v176567_ex32-1.htm |
| EX-10.33 - GENVEC INC | v176567_ex10-33.htm |
| EX-10.30 - GENVEC INC | v176567_ex10-30.htm |
| EX-10.31 - GENVEC INC | v176567_ex10-31.htm |
| EX-10.27 - GENVEC INC | v176567_ex10-27.htm |
| EX-10.29 - GENVEC INC | v176567_ex10-29.htm |
EXHIBIT
10.32
FIRST
AMENDMENT to the May 26, 1993 License Agreement between ARCH
Development
Corporation and GenVec, Inc.
This
Amendment is effective as of December 31, 2001 between the University of Chicago
(the “University”), Dana Farber Cancer Institute, Inc. (“DFCI”), and GenVec
Corporation, a Delaware Corporation (“GenVec”).
WHEREAS,
ARCH Development Corporation (“ARCH”), DFCI and GenVec entered into a License
Agreement effective on August 20, 1997 (the “Agreement”) that includes various
technologies discovered by Dr. Ralph Weichselbaum and colleagues while at the
University and Dr. Donald Kufe at DFCI;
WHEREAS,
The University, under an agreement with its affiliated corporation, ARCH has the
right to license the Licensed Patents and other intellectual property assigned
to ARCH;
WHEREAS,
GenVec, ARCH, DFCI and the University have identified a new invention of Dr.
Weichselbaum and colleagues at the University and DFCI which is deemed
complimentary to the business of GenVec but which does not fall within the
Licensed Patents found in Schedule A of the Agreement (the “Complimentary
Invention” as further described in Schedule A of this First
Amendment);
WHEREAS,
GenVec desires to include the Complimentary Invention in the terms of the
Agreement and also desires certain modifications of the terms and conditions of
the Agreement for the Complimentary Invention; and;
WHEREAS,
ARCH or the University and DFCI are or will become an assignee of the
Complimentary Invention;
WHERAS,
the University has completed an inter-institutional agreement with DFCI giving
the University the right to exclusively license the Complimentary
Invention;
WHEREAS,
ARCH, DFCI and the University are willing to amend the Agreement to include the
Complimentary Invention and to include such other modifications to the Agreement
as are listed below.
NOW,
THEREFORE, in consideration of the mutual promises set forth herein and rights
obtained thereby, it is agreed as follows:
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1.
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All
references to “ARCH” in the Agreement shall be changed to
“University”.
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2.
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Paragraph
3.A(1)(1) will be deleted in its entirety and replaced with the following:
“$* at the time of the filing in the United States by Licensee or any
Sublicensee of an NDA on a Licensed Product (such payment referred to as
an “NDA Fee”), provided a Licensed Product utilizes the Complimentary
Invention. If Complimentary Invention is not utilized in an NDA
on a Licensed Product, NDA”
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*The
asterisk denotes that confidential portions of this exhibit have been omitted in
reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
portions have been submitted separately to the Securities and Exchange
Commission
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3.
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Paragraph
3.B (2) will be amended to read as follows: “In the event that Licensee or
its Sublicensee enters into a license agreement with any third party with
respect to intellectual property rights which are necessary or useful for
Licensee’s practice of the Licensed Patents or the manufacture, use,
import and/or sale of any Licensed Product, Licensee and Sublicensees may
offset any payments made in accordance with such license agreements
against any amounts owed Licensors pursuant to Paragraph 3B herein, on a
country-by-country basis, up to a maximum of * of the amounts due under
Paragraph 3B. Any such amounts which are not offset in any
quarter may be carried forward until
applied.”
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4.
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Paragraph
4.A(1) shall be amended to include “Fulbright and Jaworski;” after the
word “Borum” in line 3.
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5.
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Paragraph
5.A shall be amended to include
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“Resources
will be allocated to support this technology in conjunction with GenVec’s
ongoing program to advance TNFerade as a product
candidate. These resources will take several forms, including
direct research funding of chemoinduction research in the laboratory of
Ralph Weichselbaum, and internal work at GenVec to confirm hypotheses
surrounding the chemoinduction work. Upon generation of
appropriate clinical data surrounding this technology and gaining required
approvals to pursue clinical studies in this area, GenVec anticipates
applying further resources to the technology, leading to development of
safety and efficacy packages.”
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6.
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Paragraph
5.B. shall be amended as follows: “For the Complimentary Invention and
within thirty (30) days of June 30th
during the term of this Agreement, Licensee shall make a written report to
UCTech, in such detail as UCTech may reasonably request, covering the
preceding twelve (12) months and describing the progress of Licensee
towards achieving the development and commercialization of Licensed
Products relating to the Complimentary Invention. Licensee
agrees to immediately notify UCTech in writing when commercial products
are first sold and when Licensee’s obligation to make running Royalty
payments begins.
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7.
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Paragraph
11.E. is amended to read:
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If
to UCTech:
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UCTech,
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The
University of Chicago
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5640
South Ellis, Suite 405
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Chicago,
IL 60637
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Attention:
Director of Technology Transfer
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If
to GenVec:
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GenVec
Inc.
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65
West Watkins Mill Rd.
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Gaithersburg,
MD 20878
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Attention:
President
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With
a copy to: Vice President, Corporate
Development
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2
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8.
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Paragraph
11.H. shall be deleted in its
entirety.
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In all
other respects the Agreement remains unmodified and in full force and
effect.
UCTech,
DFCI and GenVec agree to the above amendments to the terms of the License
Agreement by the signing of this Amendment by their respective duly authorized
officers or representatives:
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective duly authorized officers or representatives on the Effective
Date above written.
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UCTech
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GenVec
Corporation
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By:
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By:
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Alan
E. P. Thomas
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Thomas
Smart
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Director
of Technology Transfer
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Senior
Vice President of Corporate
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Date:
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2/13/2002
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Development
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Date:
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2/27/2002
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DFCI
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By:
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Ruth
Emyanitoff
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Director,
Office of Technology Transfer
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Date:
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2/21/2002
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3