Sample Business Contracts

Collaboration Agreement [Amendment] - Cell Matrix Inc. and Applied Molecular Evolution Inc.

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         THIS AMENDMENT TO COLLABORATION AGREEMENT (this "Amendment"), effective
as of July 3, 2000 (the "Effective Date"), is entered into between CELL MATRIX,
INC., f/k/a Bio-Management, Inc., a Nevada corporation ("CMI"), having a place
of business at Four Hook Road, Sharon Hill, PA 19079, and APPLIED MOLECULAR
EVOLUTION, INC., f/k/a Ixsys, Inc., a Delaware corporation ("AME"), having a
place of business at 3520 Dunhill Street, San Diego, CA 92121.


         A.       The parties have entered into the Collaboration Agreement
effective as of November 29, 1999 (the "Agreement"). All terms used, but not
defined, in this Amendment shall have the respective meanings set forth in the

         B.       The parties now desire to amend the Agreement in certain
respects on the terms and conditions set forth below.

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants set forth below, the parties hereby amend the Agreement and
otherwise agree as follows:

         1.       AMENDMENTS.

         CMI shall have the right (in its sole discretion), exercisable by
giving AME express written notice of such exercise prior to August 15, 2000, to
extend the Program Term with respect to the following Candidate Molecules: mAb
XL313 and mAb FM155, for the period commencing on the date within ninety (90)
days following the date AME timely receives such notice of exercise from CMI and
continuing for the subsequent seven (7) months.

         2.       MISCELLANEOUS.

                  2.1      Continuing Effect. This Amendment shall be effective
for all purposes as of the Effective Date. Except as otherwise expressly
modified by this Amendment, the Agreement shall remain in full force and effect
in accordance with its terms.

                  2.2      Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of California.

                  2.3      Counterparts. This Amendment may be executed in
counterparts, each of which shall be deemed to be an original and together shall
be deemed to be one and the same document.


         IN WITNESS WHEREOF, the undersigned have duly executed and delivered
this Amendment effective as of the Effective Date.


By:    /s/ Lawrence E. Bloch                     By:   /s/ Raymond A. Mirra, Jr.
   ------------------------------                   ----------------------------

Name:  Lawrence E. Bloch, M.D.                   Name:   Raymond A. Mirra, Jr.

Title: Chief Financial Officer and               Title:  Ceo
       Vice President of Business Development