Research, Collaboration and License/Development Agreement [Amendment No. 1] - Tularik Inc. and Taisho Pharmaceutical Co. Ltd.
AMENDMENT NO. 1 TO RESEARCH, COLLABORATION
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AND LICENSE/DEVELOPMENT AGREEMENT
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BETWEEN TULARIK INC. AND
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TAISHO PHARMACEUTICAL CO., LTD.
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THIS AMENDMENT NO. 1 (this "Amendment") to the Research, Collaboration
and License/Development Agreement dated as of March 20, 1996 (the "Collaboration
Agreement") by and between Tularik Inc., a Delaware corporation with its
principal office at Two Corporate Drive, South San Francisco, California 94080
(herein, together with its successors and assigns, "Tularik"), and Taisho
Pharmaceutical Co., Ltd., a Japanese corporation with its principal office at
24-1, Takata 3-chome, Toshima-ku, Tokyo 171-0033, Japan (herein, "Taisho"), is
entered into as of January 1, 1998;
W I T N E S S E T H:
WHEREAS, the parties previously entered into the Collaboration Agreement which,
inter alia, (i) established a cooperative research and development relationship
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in order to discover, develop and market novel products whose action is based
upon the regulation of Signal Transducers and Activators of Transcription
("STATs") involved in [ * ]; and (ii) set forth the terms of licenses to
products that resulted from such cooperative research and development
relationship;
WHEREAS, Tularik and Taisho desire to continue their cooperative
research relationship to develop and market novel therapeutic products based on
compounds identified during such research as having immune regulatory
properties;
WHEREAS, in order to accomplish the foregoing, the parties have agreed to amend
the Collaboration Agreement in part;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements expressed herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and intending to be
legally bound, Tularik and Taisho agree as follows:
1. Section 1.3 of the Collaboration Agreement is hereby amended to read
in its entirety as follows:
"Compound" shall mean (i) a substance which is identified by Tularik or Taisho
during the term of the Research Program as either inhibiting or promoting the
activity of STATs activated by [ * ] and (ii) any such substance identified by
Tularik within [ * ] after the end of the Research Program [ * ]
2. Section 1.11 of the Collaboration Agreement is hereby amended to read
in its entirety as follows:
"Program Know-How" shall mean all tangible or intangible know-how, trade
secrets, inventions (whether or not patentable), data, clinical and preclinical
results, information, and any physical, chemical or biological material,
including cell lines, any replication or any part of such material, all
[ * ] = Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
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of which is in any way derived from or developed pursuant to activities during
the course of the Research Program. Program Know-How shall not include any
know-how, trade secrets, invention, data, information or material first
developed, reduced to practice or discovered, each after any termination of the
Research Program prior to the completion of the full six (6) year term.
3. Section 1.14 of the Collaboration Agreement is hereby amended to read
in its entirety as follows:
"Research Program" shall mean the collaborative program of six (6) years, which
consists of six one (1)-year periods, of research relating to the discovery and
development of one or more Compounds, as such program is defined on Exhibit A
and as the same may be further defined, revised and implemented, from time to
time, by the parties on the recommendation of the Research Committee, and as
further described in Article 2.
4. Section 2.5 of the Collaboration Agreement is hereby amended to read
in its entirety as follows:
Program Funding. To support Tularik's activities in the Research Program, Taisho
has paid Tularik [ * ] and agrees to pay Tularik, [ * ].
5. Section 2.6 of the Collaboration Agreement is hereby amended to read
in its entirety as follows:
Termination of Research Program. Upon not later than [ * ] prior notice Taisho
may terminate the Research Program at the end of the fourth (4/th/) or the fifth
(5/th/) year of the Research Program if it shall be dissatisfied, in its sole
judgment, with the progress or results of the Research Program. The Research
Committee may terminate the Research Program any time if it determines the
Research Program is no longer scientifically useful. In case of such an early
termination by Taisho or the Research Committee, Taisho shall be exempt from any
payment(s) that would have become due and payable after such early termination
date.
6. Section 7.1 of the Collaboration Agreement is hereby amended to read
in its entirety as follows:
Term. This Agreement shall expire on the later of (i) the expiration date of the
last to expire patent licensed from Taisho to Tularik pursuant to Section 3.3(a)
and (ii) the expiration date of the last to expire royalty obligation contained
herein. Notwithstanding the foregoing, if the Research Program is terminated
prior to the completion of its full six (6) year term, this Agreement shall
terminate upon the date on which the Research Program is terminated.
7. Section 7.2 of the Collaboration Agreement is hereby amended to read
in its entirety as follows:
Extensions. The parties may extend the term of this Agreement or of the Research
Program on the written agreement of the parties. If the Research Program expires
after the full six (6) year term thereof, Taisho and Tularik shall mutually
determine whether this Agreement should survive or
[ * ] = Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
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terminate following such expiration based upon an evaluation of the promise of
Compounds identified during such term.
8. Section 12.3 of the Collaboration Agreement is hereby amended to read
in its entirety as follows:
Notices. Any notice or other communication required or permitted to be given to
either party hereto shall be in writing and shall be deemed to have been
properly given and to be effective on the date of delivery if delivered in
person or by facsimile or five (5) days after mailing by registered or certified
mail, postage paid, to the other party at the following address:
In the case of Tularik: Tularik Inc.
Two Corporate Drive
S. San Francisco, CA 94080
Fax: (650) 829-4303
Attention: Chief Executive Officer
In the case of Taisho:
Taisho Pharmaceutical Co., Ltd.,
24-1, Takata 3-chome
Toshimaku, Tokyo, 171-0033 Japan
Attention: Executive Vice President
9. Capitalized terms used herein but not otherwise defined herein shall
have the respective meanings assigned to such terms in the Collaboration
Agreement.
10. Except as expressly modified by this Amendment, all of the terms and
conditions of the Collaboration Agreement shall remain in full force and effect.
11. This Amendment may be executed in two counterparts, each of which
shall be deemed an original but all of which shall be considered one and the
same instrument.
[ * ] = Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
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IN WITNESS WHEREOF, the parties have executed, or caused their duly
authorized officer or representative to execute, this Amendment as of the day
and year first above written.
TULARIK INC.
By: /s/ David V. Goeddel
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Name: David V. Goeddel
Title: Chief Executive Officer
TAISHO PHARMACEUTICAL CO., LTD.
By: /s/ Kunihiro Kitamura
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Name: Kunihiro Kitamura
Title: General Manager, Research Strategy and Planning Section,
Medicinal Research Group
[ * ] = Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
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