Selection Agreement [Amendment] - MedImmune Inc. and Applied Molecular Evolution Inc.
AMENDMENT
This Amendment, entered into between MEDIMMUNE, INC. ("Medimmune"), and
APPLIED MOLECULAR EVOLUTION, INC., f/k/a Ixsys, Inc. ("AME"), and effective on
the last date of Signature below, modifies and amends the Selection Agreement
dated effective February 24, 1999 (the "Agreement"), by and between Ixsys, Inc.
("IXSYS") and MEDIMMUNE.
WITNESSETH
WHEREAS, MEDIMMUNE and AME desire to amend the Agreement in order to modify
certain aspects of the antibody selection terms;
NOW THEREFORE, in consideration of the promises and mutual covenants and
agreements herein set forth, the parties hereto agree as follows:
IXSYS shall now be known as AME, and the designation AME shall replace the
designation IXSYS in the Agreement.
1. Section 1.1 of the Agreement is restated in its entirety to read as
follows:
1.1 Within thirty six (36) months after the EFFECTIVE DATE, MEDIMMUNE
shall designate by written notice to AME, one (1) antibody for which
MEDIMMUNE desires to have AME perform a separate research and development
programs (each, a "PROGRAM") to modify such antibody. Within forty eight
(48) months after the EFFECTIVE DATE, MEDIMMUNE shall designate by written
notice to AME, one (1) additional antibody for which MEDIMMUNE desires to
have AME perform a PROGRAM to modify such antibody.
2. Section 1.3 of the Agreement is restated in its entirety to read as
follows:
1.3 Within thirty (30) days after MEDIMMUNE delivers to AME the
written notice described in Section 1.1 for a PROGRAM, provided that the
parties mutually agree upon the antibody and the target ligand, the parties
shall duly execute and deliver a Research and Assignment and License
Agreement in the form attached hereto as Appendix A, with the blanks on
Exhibit 1 thereto completed as provided above and only those modifications
as the parties mutually agree in writing.
This Amendment and the Agreement set forth the entire agreement and
understanding between the parties as to the subject matter thereof and
supercedes all prior agreements and understandings in this respect. There shall
be no amendments or modifications to this Amendment or the Agreement, except by
a written document which is signed by both parties.
IN WITNESS WHEREOF, the parties have each caused this Amendment to be
signed and delivered by its duly authorized officer or representative as
indicated below.
MEDIMMUNE AME
By: /s/ SCOTT KOENIG By: /s/ LAWRENCE E. BLOCH
----------------------------- ------------------------------------
Name: Scott Koenig Name: Lawrence E. Bloch
Title: SVP, Research Title: CFO & VP of Business Development
Date: 3-5-01 Date: 3-8-01