Contribution of Technology and Exchange Agreement [Amendment No. 1] - Donald L Morton and CancerVax Corp.
FIRST AMENDMENT TO CONTRIBUTION OF TECHNOLOGY AND EXCHANGE AGREEMENT This First Amendment to the Contribution and Technology Exchange Agreement ("FIRST AMENDMENT") is made and entered into as of this 1st day of May, 2002 ("EFFECTIVE DATE"), between Donald L. Morton, M.D. ("MORTON"), and CancerVax Corporation, a Delaware corporation, ("CANCERVAX"). This First Amendment amends the Contribution and Technology Exchange Agreement between the parties dated as of December 15, 2000 (the "AGREEMENT"). RECITALS A. Morton and CancerVax are parties to the Agreement, dated December 15, 2000, relating to a contribution of certain technology to CancerVax. B. The parties desire to amend the Agreement to add U.S. Patent Application SN 07/431,533 to the list of patents and patent applications included in Appendix A that were contributed by Morton to CancerVax, upon the terms and conditions set forth herein. NOW THEREFORE, the parties hereby agree as follows: 1. Appendix A of the Agreement, entitled "PATENT RIGHTS," is amended by adding U.S. Patent Application SN 07/431,533 as one of the patents or patent applications that have been contributed by Morton to CancerVax. Amended Appendix A is attached to and incorporated in this First Amendment. 2. All other terms and conditions of the Agreement shall remain in full force and effect. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] <PAGE> IN WITNESS WHEREOF, the undersigned have executed this Amendment effective as of the date and year first above written. Donald L. Morton, M.D. /s/ Donald L. Morton ------------------------------------ Address: 1374 Bella Oceana Vista Pacific Palisades, CA 90630 CancerVax Corporation By: /s/ David F. Hale -------------------------------- David F. Hale Its: President and CEO Address: 5931 Darwin Court Carlsbad, CA 92008 [SIGNATURE PAGE TO FIRST AMENDMENT TO CONTRIBUTION OF TECHNOLOGY AND EXCHANGE AGREEMENT] 2 <PAGE> EXHIBIT A PATENT RIGHTS 1. ASSIGNED PATENT RIGHTS TUMOR ASSOCIATED ANTIGEN FETAL ANTIGEN USSN 07/431,533 USSN 09/519,920 U.S. Patent 5,882,654 U.S. Patent 5,840,317 U.S. Patent 5,993,828 USSN 09/369,668 European Patent 0498851 Austrian Patent E132629 Belgian Patent 0498851 Swiss Patent 0498851 German Patent 69024659.5 Denmark Patent 0498851 Spanish Patent 2084715 French Patent 2084715 U.K. Patent 2084715 Italian Patent 2084715 Luxembourg Patent 2084715 Netherland Patent 2084715 Swedish Patent 2084715 Australian Patent 661816 Japanese Published Patent Application No. 90/500470 Canadian Patent Application 2,072,620 3