Research, Collaboration and License/Development Agreement [Amendment No. 2] - Tularik Inc. and Taisho Pharmaceutical Co. Ltd.
AMENDMENT NO. 2 TO RESEARCH, COLLABORATION
AND LICENSE/DEVELOPMENT AGREEMENT
BETWEEN TULARIK INC. AND
TAISHO PHARMACEUTICAL CO., LTD.
THIS AMENDMENT NO. 2 (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 171-8633, Japan (herein, "Taisho"), is
entered into as of January 1, 1999;
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
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relationship 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 [ * ] functions; 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 add and include their cooperative
research relationship to develop and market novel therapeutic products whose
action is based upon the regulation of STATs involved in [ * ] function, as
well;
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 if the Research
Program shall continue for a full six (6) years.
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2. Section 2.1 of the Collaboration Agreement is hereby amended to read
in its entirety as follows:
The parties agree to conduct a collaborative Research Program for identification
and development of Compounds intended for use as Drug Candidates, to be
conducted by both parties under the direction of the Research Committee. The
Research Program shall consist primarily of [ * ] to identify specific Compounds
with promising activity for regulation of STAT proteins activated by [ * ] using
Tularik Assays and other technology available to the parties and (ii) each party
endeavoring to work together to fulfill their respective obligations under
Section 2.4 below to develop Compounds through application of medicinal
chemistry and preclinical testing for commercialization of Products. For any
given year of the Research Program, the Research Program will be conducted in
accordance with an annual research plan to be approved by the parties no later
than [ * ] prior to the start of such year, upon recommendation of the Research
Committee pursuant to Section 2.2(c)(1). The initial Annual Research Plan, for
the year commencing on the Effective Date and ending on the day before the first
anniversary of the Effective Date, is attached hereto as Exhibit C. Each Annual
Research Plan may be revised by mutual consent of the parties from time to time.
3. 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, [ * ].
4. 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 fifth (5th) 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.
5. Section 2.8 of the Collaboration Agreement is hereby amended to read
in its entirety as follows:
During the conduct of the Research Program, Taisho and Tularik agree that they
shall collaborate on an exclusive basis hereunder with respect to the
identification, using the Tularik Assays, of Compounds for use in the Field in
the Taisho Territory. This Section 2.8 shall not restrict either party's rights
to [ * ].
6. Section 3.9 of the Collaboration Agreement is hereby amended to read
in its entirety as follows:
[ * ] = 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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(a) Taisho shall pay Tularik within [ * ] after the occurrence of
the following events:
[ * ] Up to an aggregate of $4 million.
(b) Taisho shall pay Tularik within [ * ] after the occurrence of
the following events:
[ * ] Up to an aggregate of $4 million.
7. Exhibit B to the Collaboration Agreement is hereby amended to read in
its entirety as follows:
[ * ]
[ * ]
[ * ]
[ * ]
[ * ]
8. Capitalized terms used herein but not otherwise defined herein shall
have the respective meanings assigned to such terms in the Collaboration
Agreement.
9. Except as expressly modified by this Amendment, all of the terms and
conditions of the Collaboration Agreement and Amendment No. 1 to the
Collaboration Agreement shall remain in full force and effect.
10. 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
------------------------------------
Name: Kunihiro Kitamura, Ph.D.
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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