Seagen Inc.
EX-10.2
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<DESCRIPTION>EX-10.2
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<DIV><FONT size="1" style="font-size:1pt;color:white">1/4  Exhibit 10.2 [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED  BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SEVENTH AMENDMENT  TO DEVELOPMENT AND SUPPLY AGREEMENT  Effective as of date of the last signature below, Abbott Laboratories, an Illinois corporation having a principal place of business at  100 Abbott Park Road, Abbott Park, Illinois 60064-3500 (&#8220;Abbott&#8221;), and Seattle Genetics, Inc., a Delaware corporation having a principal  place of business at 21823 &#8211; 30th Drive Southeast in Bothell, Washington 98021 (&#8220;Seattle Genetics&#8221;) (individually the &#8220;Party&#8221; or  collectively the &#8220;Parties&#8221;) agree to the following terms and conditions (this &#8220;Seventh Amendment&#8221;) as set forth below.  WHEREAS, the Parties entered into a Development and Supply Agreement with an Effective Date of February 23, 2004 for the  manufacture of a chimeric anti-CD30 AC10 monoclonal antibody known as cAC10 Bulk Drug Substance (the &#8220;Original Agreement&#8221;),  which also constitutes the antibody component of SGN-35 and the Parties subsequently entered into six amendments to the Original  agreement (the &#8220;First Amendment&#8221;, &#8220;Second Amendment&#8221;, &#8220;Third Amendment&#8221;, &#8220;Fourth Amendment&#8221;, &#8220;Fifth Amendment&#8221; and &#8220;Sixth  Amendment&#8221;, respectively. Collectively the Original Agreement, the First Amendment, the Second Amendment, the Third Amendment,  the Fourth Amendment, the Fifth Amendment and the Sixth Amendment are hereinafter referred to as the &#8220;Agreement&#8221;); and  WHEREAS, the Parties desire to further amend the Agreement as herein provided as of the date hereof.  NOW, THEREFORE, in consideration of the mutual covenants and agreements contained here and for other good and valuable  consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:  1. I ncorporation of the Agreement. All capitalized terms which are used but not otherwise defined herein shall have the same meanings as set forth in the Agreement, and the Agreement, to the extent not inconsistent with this Seventh Amendment, is incorporated  herein by this reference as though the same was set forth in its entirety. To the extent any terms and provisions of the Agreement are  inconsistent with the amendments set forth in Paragraphs 2 and 3 below, such terms and provisions shall be deemed superseded hereby.  Except as specifically set forth herein, the Agreement shall remain in full force and effect and its provisions shall be binding on the parties.  2. P rocess Development Work. The Parties agree that Abbott shall perform the activities set forth in Stage 13a of Attachment 1  hereto pursuant to the terms and conditions of the Agreement.  3. P ayment Schedule. As compensation for the activities to be performed by Abbott pursuant to Attachment 1 hereto, Seattle Genetics shall pay to Abbott the price established for each project stage on the dates set forth in Attachment 2. Billings associated with this  Seventh Amendment may be combined on the same invoice with other, regular Payment Schedule charges.  4. P roject References. All references to the Project set forth in the Agreement, with the exception of the Payment Schedule and Facility Reservation Fee for the Project, shall also be deemed to apply to the activities performed by Abbott, pursuant to this Seventh  Amendment.  </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">    2/4       6. E ffectuation. The amendment to the Agreement contemplated by this Seventh Amendment shall be deemed effective as of the last  date written below upon the full execution of this Seventh Amendment and without any further action required by the parties hereto. There  are no conditions precedent or subsequent to the effectiveness of this Seventh Amendment. All terms and conditions set forth in  Agreement that are not amended hereby shall remain in full force and effect. Any term of this Seventh Amendment may be amended with  the written consent of both parties. From the date hereof, any reference to the Agreement shall be deemed to refer to the Agreement as  amended by this Seventh Amendment.  7. C ounterparts. This Seventh Amendment may be executed in two or more counterparts, each of which shall be deemed to be an  original, but all of which together shall constitute one and the same instrument. One or more counterparts of this Seventh Amendment may  be delivered by facsimile, with the intention that delivery by such means shall have the same effect as delivery of an original counterpart  thereof.  8. E ntire Agreement. This Seventh Amendment and exhibits hereto are the product of both of the Parties hereto, and together with  the Agreement and exhibits thereto constitute the entire agreement between such parties pertaining to the subject matter hereof, and merge  all prior negotiations and drafts of the Parties with regard to the transactions contemplated herein.  IN WITNESS WHEREOF, the parties have executed Second Amendment of the dates set forth below.    ABBOTT LABORATORIES SEATTLE GENETICS, INC.    By:   /s/ Keith Kentala By: /s/ Clay B. Siegall     Name: Keith Kentala Name: Clay. B. Siegall  Title: General Manager, Commercial Operations Title: President &amp; CEO  Date: 01/02/2013 Date: 12/19/12  </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">    3/4       STAGE 13A: REFERENCE STANDARD GENERATION AND STABILITY  [ * ].    Table 1: Reference Standard Testing &#8211; Qualification and Stability (i.e. Re-evaluation) Testing      Time point (Months)   S torage Temperature  [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]  [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]  [ * ]     Seattle Genetics Deliverables:     [ * ]     Abbot Deliverables:     [ * ]     Price:     Reference standard generation &amp; year [ * ] testing:  Stability testing &#8211; years [ * ] through [ * ]    $[ * ]  $[ * ]  Total   $[ * ]    </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">    4/4       PAYMENT SCHEDULE    [ * ]  2012  S tage Activities Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Year                 13A Reference Std  Gen and  Testing [ * ] [ * ]  13A Reference Std  Gen and  Testing [ * ] [ * ]  Total [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]    2013    S tage  13A      13A                    2014    S tage  13A      13A                    2015    S tage  13A      13A                    2016    S tage  13A      13A          Activities  Jan  Feb  Mar  Apr  May  Jun  Jul  Aug  Sep  Oct  Nov  Dec  Year  Reference Std  Gen and  Testing                          [ * ]         [ * ]  Reference Std                            Gen and                            Testing                      [ * ]    [ * ]  Total  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]    Activities  Jan  Feb  Mar  Apr  May  Jun  Jul  Aug  Sep  Oct  Nov  Dec  Year  Reference Std  Gen and  Testing                          [ * ]         [ * ]  Reference Std                            Gen and                            Testing                      [ * ]    [ * ]  Total  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]    Activities  Jan  Feb  Mar  Apr  May  Jun  Jul  Aug  Sep  Oct  Nov  Dec  Year  Reference Std  Gen and  Testing                          [ * ]         [ * ]  Reference Std                            Gen and                            Testing                      [ * ]    [ * ]  Total  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]    Activities  Jan  Feb  Mar  Apr  May  Jun  Jul  Aug  Sep  Oct  Nov  Dec  Year  Reference Std  Gen and  Testing                           [ * ]         [ * ]  Reference Std                            Gen and                            Testing                      [ * ]    [ * ]  Total  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]  [ * ]    </FONT></DIV>
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