Exhibit 10.1
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322 East Main Street
Branford, CT 06405
(203) 481-1104
(203) 315-3300 Fax
www.curagen.com
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May 2, 2009
Tom Boone
Vice President, Protein Sciences
Amgen Fremont Inc.
One Amgen Center Drive
Thousand Oaks, CA 91320-1799
Dear Mr. Boone:
Reference is made to that certain
Second Restated Collaboration Agreement between Amgen Fremont Inc.
(successor in interest to Abgenix, Inc.) (“AFI”) and
CuraGen Corporation (“CuraGen”) dated as of
April 12, 2004 and amended October 19, 2004
(“Collaboration Agreement”). AFI and CuraGen each may
be referred to herein as a “Party” and the two
collectively as the “Parties,” and capitalized terms
used herein but not otherwise defined shall have the meanings
ascribed to them in the Collaboration Agreement.
Under the Collaboration Agreement,
(A) AFI granted to CuraGen certain licenses relating to
CuraGen Products, CuraGen Optioned Antigens and CuraGen Licensed
Antigens, and (B) CuraGen granted to AFI certain licenses to
ABX Products, ABX Optioned Antigens and ABX Licensed Antigens. The
Parties now desire to grant to each other such irrevocable licenses
as may be necessary or useful to permit each to fully develop and
commercialize Products targeted to such Party’s Optioned
Antigens and Licensed Antigens as described more fully below, and
otherwise to terminate the Collaboration Agreement. Accordingly,
this letter agreement records the agreement between the Parties
relating to such grants of rights and termination of the
Collaboration Agreement.
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1)
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Licensed
Antigens – The
Parties hereby agree that each Optioned Antigen of either Party
under the Collaboration Agreement immediately prior to the date
this letter is acknowledged by AFI (the “Effective
Date”) shall be deemed a Licensed Antigen for purposes of
this letter agreement. The Parties further agree that as of the
Effective Date the CuraGen Licensed Antigens consist of those
antigens set forth on Schedule 1, and the ABX Licensed Antigens
consist of those antigens set forth on Schedule 2.
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1
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2)
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Termination – By mutual agreement of the Parties, as
of the Effective Date, the Collaboration Agreement will be
irrevocably terminated and will be of no further force or effect;
provided , however that Sections 8, 9, 11, 12.1,
12.3, 12.4, 12.5, 12.6, 12.7, 13 and 15 of the Collaboration
Agreement, together with any definitions necessary to give effect
to the terms of this letter agreement, shall survive such
termination; and provided further that each reference
to a Party’s Licensed Antigen or Optioned Antigen in any such
surviving provision shall be deemed to r
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