This Amendment No 1 is made the 18th day of May 2017 (the “Amendment No 1 Effective Date”), by and between
GENMAB A/S, a Danish corporation having its principal Office at Bredgade 34E, 1260 Copenhagen K, Denmark, CVR no. 2102 3884 (“Genmab”), and
BIONTECH AG, a German corporation having its principal office at An der Goldgrube 12, 55131 Mainz, Germany (“BioNTech”)
(Genmab and BioNTech are sometimes hereinafter referred to collectively as the “Parties” or individually as a “Party”)
RECITALS:
| A. | Genmab and BioNTech entered into a License and Collaboration Agreement on 19 May 2015 to jointly research, develop and commercialize polypeptide-based bispecific antibodies using Genmab’s proprietary DuoBody® Platform technology against certain target combinations in combination with Genmab’s proprietary [***] Technology for the treatment of cancer (“the Agreement”); |
| B. | Genmab and BioNTech entered into a Side Letter on 8 January 2016 regarding New Collaboration IP; and |
| C. | Genmab and BioNTech entered into a Side Letter No 2 on 13 May 2016 to include Genmab B.V.’s [***] Technology in Phase A of the collaboration to investigate the applicability of this technology and combination of this technology with the Inert Format Technology and/or DuoBody Platform technology with respect to certain Collaboration Targets expressed on the same cell (the cis concept); |
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree to amend the Agreement as follows:
1. Except as otherwise defined herein, the words and phrases in the Agreement shall have the same meaning in this Amendment No 1.
2. Section 2.5 of the Agreement is deleted in its entirety and replaced by the below new Section 2.5 with retroactive effect from the Effective Date:
“2.5Duration of Phase A.The joint research and development activities in Phase A are scheduled for an initial term of [***] years starting on the Effective Date. The Parties shall discuss in good faith an extension of Phase A at the latest [***] months before the end of the initial term, provided that any extension of Phase A shall require the written mutual agreement between the Parties.”