EX-10.21 11 v18917a3exv10w21.txt EXHIBIT 10.21 EXHIBIT 10.21 AMENDMENT No. 8 to THE DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT Dated 08 January 2004 Between LONZA BIOLOGICS PLC and TRUBION PHARMACEUTICALS, INC. CONFIDENTIAL TREATMENT THIS AMENDMENT No. 8 ("Eighth Amendment") is made the 5th day of October 2005 BETWEEN LONZA BIOLOGICS PLC of 228 Bath Road, Slough, Berkshire SL1 4DX, England (hereinafter referred to as "LB"), and TRUBION PHARMACEUTICALS, INC., of 2401 4th Avenue, Suite 1050, Seattle, WA 98121, USA (herein after referred to as the "Customer") WHEREAS A. LB and the Customer entered into a development and manufacturing services agreement ("the Agreement") dated 08 January 2004, pursuant to which LB agreed to provide Services to the Customer, and, B. The Customer now wishes LB to perform additional services under the Agreement, and, C. LB is willing to perform such additional services on the terms set out in the Agreement, and D. The parties wish to amend the Agreement in accordance with Clause 13.5 thereto. NOW THEREFORE IT IS HEREBY AGREED as follows: 1.0 STAGE 26 IN SCHEDULE 2 OF THE AGREEMENT SHALL BE DELETED IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING: "STAGE 26 *** BACKGROUND *** 26.1 OBJECTIVES *** 26.2 ACTIVITIES *** 26.3 DELIVERABLES 26.3.1 A copy of the sampling plan prepared in activity 26.2.1. CONFIDENTIAL TREATMENT 26.3.2 Samples from the development study as agreed in activity 26.2.1 and 26.2.14 26.3.3 A copy of the experimental data as prepared in activity 26.2.11 26.4 TIMESCALE Stage 26 commenced upon signature of Amendment 6 dated 28th April 2005. It is estimated that Stage 26 will be complete approximately *** from commencement." 2.0 TWO NEW STAGES, STAGES 29 AND 30, SHALL BE ADDED TO SCHEDULE 2 OF THE AGREEMENT TO READ AS FOLLOWS: "STAGE 29 *** BACKGROUND *** 29.1 OBJECTIVES *** 29.2 ACTIVITIES *** 29.3 DELIVERABLES 29.3.1 A copy of the experimental data as prepared in activity 29.2.11. 29.4 TIMESCALE Stage 29 commenced at Customer's request in June 2005. It is estimated that Stage 29 will be complete approximately *** from commencement. STAGE 30 *** BACKGROUND *** 30.1 OBJECTIVES *** 30.2 ACTIVITIES CONFIDENTIAL TREATMENT -2- *** 30.3 DELIVERABLES 30.3.1 A copy of the summary report of activities as prepared in activity 30.2.7 30.4 TIMESCALE Stage 30 commenced at Customer's request ***. It is estimated that Stage 30 will be complete approximately *** from commencement." CONFIDENTIAL TREATMENT -3- SCHEDULE 3 TO THE AGREEMENT SHALL BE AMENDED TO INCLUDE PROVISION FOR PAYMENT FOR THE ABOVE MENTIONED ADDITIONAL SERVICES, AS SET OUT BELOW HERETO. INVOICES FOR THESE ADDITIONAL SERVICES SHALL BE ISSUED, AND CUSTOMER PAYMENTS SHALL BE MADE, IN GB POUNDS STERLING: "1. PRICE *** 2. PAYMENT FOR STAGE 26 *** received upon commencement of Stage 26 *** upon completion of Stage 26. FOR STAGE 30 *** upon commencement of Stage 30. *** upon completion of Stage 30." CONFIDENTIAL TREATMENT -4- SAVE AS HEREIN PROVIDED ALL OTHER TERMS AND CONDITIONS OF THE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT. AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first above written. Signed for and on behalf of LONZA BIOLOGICS PLC /s/ Rene Imwinkleried ---------------------------------------- Director TITLE Signed for and on behalf of TRUBION PHARMACEUTICALS, INC /s/ Kendall M. Mohler ---------------------------------------- Senior VP Research & Development TITLE CONFIDENTIAL TREATMENT