Research, Development and License Agreement [Amendment No. 4] - American Home Products Corp. and Ligand Pharmaceuticals Inc.
FOURTH AMENDMENT TO AGREEMENT
This Fourth Amendment to Agreement, effective September 9, 1999 is by and
between AMERICAN HOME PRODUCTS CORPORATION ("AHP"), a Delaware corporation, as
represented by its Wyeth-Ayerst Research Division, having its principal place of
business at 555 East Lancaster Avenue, St. Davids, Pennsylvania and LIGAND
PHARMACEUTICALS INCORPORATED ("Ligand"), a Delaware Corporation having its
principal place of business at 10275 Science Center Drive, San Diego,
California.
WHEREAS, AHP and Ligand have previously entered into a Research, Development and
License Agreement effective September 2, 1994 (the "Agreement") under which AHP
sponsored research at Ligand with the goal of discovering and/or designing small
molecule compounds which act through the *** and to develop pharmaceutical
products from such compounds;
WHEREAS, AHP and Ligand have previously amended the Agreement by a first
amendment (the "First Amendment") effective January 16, 1996 in order to give
effect to mutually agreed upon modifications to the definition of Existing
Compounds and to the nature, terms and conditions of Article 7 of the Agreement;
WHEREAS, AHP and Ligand have previously amended the Agreement by a second
amendment (the "Second Amendment") effective May 24, 1996, in order to give
effect to mutually agreed integration of AHP Compounds into the Research Program
and to add a third milestone category denominated AHP Compounds to Section 9.1
of the Agreement;
WHEREAS, AHP and Ligand have previously amended the Agreement by a third
amendment (the "Third Amendment") effective September 2, 1997 to INTER ALIA,
extend the Research Program Term to September 2, 1998;
WHEREAS, AHP and Ligand wish to make a fourth amendment to the Agreement to
clarify the milestone payments payable under Section 9.1 of the Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
hereinafter set forth, it is agreed by AHP and Ligand as follows:
1. Terms not otherwise defined herein shall have the meanings given them in
the Agreement.
2. Present Article I of the Agreement is hereby modified by the inclusion of
new definitions for "Discovery Board Recommendation" and "Development Track
Approval":
1.28 "Discovery Board Recommendation" shall mean a recommendation by the
Wyeth-Ayerst Research division of AHP Discovery Board, or any
successor body, for advancement of a late stage discovery candidate
Research Compound to pre-development stage.
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Confidential Treatment and filed separately with the Commission.
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1.29 "Development Track Approval" shall mean an approval by the
Wyeth-Ayerst Research division of AHP Development Operations
Committee, or any successor body, for advancement of a pre-development
Research Compound to development track.
3. Present Section 9.1 is modified by the deletion of the Development
Candidate Selection milestone and inclusion of Discovery Board
Recommendation and Development Track Approval milestones with the following
payment schedule (total milestone payments remain unchanged):
MILESTONE EXISTING COMPOUND OTHER COMPOUNDS AHP COMPOUNDS
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4. Except as expressly amended or supplemented by this Fourth Amendment to the
Agreement, all of the terms and conditions of the Agreement, the First
Amendment, the Second Amendment, and the Third Amendment shall remain in
full force and effect in accordance with their terms. No agreement or
understanding bearing on this Fourth Amendment to the Agreement shall be
binding on either party hereto unless it shall be in writing and signed by
the duly authorized officer or representative of each of AHP and Ligand and
shall expressly refer to this Fourth Amendment.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by
their duly authorized representatives.
AMERICAN HOME PRODUCTS CORPORATION
By: /S/ ILLEGIBLE
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(Signature)
Title: VICE PRESIDENT & ASSOCIATE GENERAL COUNSEL
LIGAND PHARMACEUTICALS INCORPORATED
By: /S/ DAVID E. ROBINSON
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(Signature)
Title: CHAIRMAN, PRESIDENT & CEO
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***Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
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