Exhibit 10.25
AMENDMENT TO LICENSE AGREEMENT
This amendment is entered into between the President and Fellows of Harvard College (hereinafter
HARVARD) having offices at the Office for Technology and Trademark Licensing, 124 Mt. Auburn Street, Suite
440, Cambridge, Massachusetts, 02138 and Virus Research Institute (hereinafter LICENSEE), a corporation,
having offices at 61 Moulton Street, Cambridge, MA 02139.
WHEREAS HARVARD and LICENSEE have entered into a License Agreement effective as of May 1,
1992 with respect to certain patents and technology directed to cholerae (the “License Agreement”);
WHEREAS the parties desire to amend such License Agreement.
NOW THEREFORE, in consideration of the foregoing premises, and the mutual promises and other
good and valuable consideration, the parties agree as follows:
1. Section 1.4 of the License Agreement is deleted in its entirety and rewritten as follows:
—”NET SALES” means the total received by LICENSEE from sale of LICENSED
PRODUCTS less transportation charges and insurance, sales taxes, use taxes, excise taxes,
value added taxes, customs duties or other imports, to the extent itemized on invoice, normal and
customary quantity and cash discounts (to the extent allowed), allowances and credits on account
of rejection or return of LICENSED PRODUCTS. In the event that a LICENSED PRODUCT
includes, a component which has therapeutic and/or prophylactic activity (“Active Component
(s)”) covered by a PATENT RIGHT (Patented Component(s)) and Active Components not
covered by a PATENT RIGHT (Unpatented Component(s)) (such PRODUCT being a
Combined Product), then NET SALES shall be the amount which is normally received by
LICENSEE from a sale of the Patented Component(s) when sold separately in an arm’s length
transaction with an unaffiliated third party. If the Patented Component(s) are not sold separately,
then NET SALES upon which royalty is paid shall be the NET SALES of the Combined