***TEXT OMITTED AND FILED SEPARATELY
CONFIDENTIAL TREATMENT REQUESTED
Exhibit 10.10
FIFTH AMENDMENT TO COLLABORATIVE RESEARCH AND
DEVELOPMENT AGREEMENT DATED 1ST SEPTEMBER, 1995
This Amendment (the "Fifth Amendment") dated 1 December 2001, is entered into by
and between:
E. I. du Pont de Nemours and Company, a corporation organized under the laws of
the State of Delaware and having its principal place of business at 0000 Xxxxxx
Xxxxxx, Xxxxxxxxxx, XX 00000 ("DuPont")
and
Genencor International, Inc., a corporation organized under the laws of the
State of Delaware and having its principal place of business at 000 Xxxx Xxxx
Xxxx, Xxxx Xxxx, XX 00000 ("Genencor").
Whereas:
X. XxXxxx and Genencor entered into a Collaborative Research and
Development Agreement dated 1st September, 1995 ("the Agreement");
X. XxXxxx and Genencor have amended the Agreement pursuant to letter
agreements dated 23rd July 1997 (the "First Letter Amendment"), 31st
March 1998 (the "Second Letter Amendment"), 19th February 1999 (the
"Third Letter Amendment"), and 27 February 2001 (the "Fourth Letter
Amendment) (collectively referred to as "the Letter Amendments").
X. XxXxxx and Genencor wish further to amend the Agreement as set out
herein.
NOW THEREFORE, DuPont and Genencor enter into this Fifth Letter
Amendment and agree as follows:
1. Unless otherwise indicated, all capitalized terms shall bear the
meaning assigned to them in the Agreement;
2. The term of the Agreement shall be extended and the Agreement shall
terminate (unless terminated sooner as provided in the Agreement) on 30
June 2002 (the earliest of any such dates being referred to as "the
Termination Date");
3. ROYALTY PAYMENT: Notwithstanding the provisions of Section 6.5 of the
Agreement (as amended by the Fourth Letter Agreement), DuPont and
Genencor agree that, as of 1 January 2002 and for the remaining term of
this Agreement as extended by this Fifth Letter Amendment and subject
to the end-of-the-year adjustment as provided below, Commercial
Royalties shall be calculated based upon the original CCOM determined
in accordance with Article IV of the Agreement (as amended by the
Fourth Letter Agreement), as
*CONFIDENTIAL TREATMENT REQUESTED
2
Fifth Amendment to
Collaborative R&D Agreement of 1 September 1955
adjusted annually based upon [...***...] for the current royalty year.
This royalty shall be paid monthly within sixty (60) days after the
last day of each month, for a period of [...***...] from the beginning
of the Commercial Phase. At the end of each year when the [...***...]
for the relevant year is known, the parties shall recalculate the CCOM
for such year based on the [...***...] compared to the [...***...] for
the relevant year and from such recalculated CCOM the parties shall
determine the final sum for the Commercial Royalty due to Genencor for
the relevant year. In the event that the final sum for the Commercial
Royalty is less than the payments made during the relevant royalty
year, DuPont shall pay to Genencor the amount of such shortfall with
the first royalty payment of the following year. In the event that the
final sum for the Commercial Royalty exceeds the payments made during
the relevant royalty year, such excess shall be credited against the
first royalty payment due from DuPont to Genencor in the following
year.
4. R&D EXPENSES: Notwithstanding the provisions of Section 2.3 of the
Agreement (as amended pursuant to the Third and Fourth Letter
Amendments), DuPont and Genencor agree that as of 1st January, 2002 and
for the remaining term of the Agreement as extended by this Fifth
Letter Amendment, DuPont shall pay Genencor for R&D expenses for work
on the R&D Program at the rate of [...***...] per each of the full time
Scientific Personnel assigned to the R&D Program. The rate set for
Scientific Personnel includes the cost of Support Personnel and
overhead. It is anticipated that the level of staffing prior to the
effective date of the extension shall be between [...***...] full time
Scientific Personnel. Furthermore, it is anticipated that the level of
staffing after the effective date of the extension (1 January 2002)
shall be [...***...] full time Scientific Personnel, although the
actual number shall remain under the direction and adjustment of the
Steering Committee.
5. Consistent with the Fourth Letter Agreement, the provision of the
Agreement relating to the GEN III technical milestone (Section 3.3 as
amended by the Second Letter Amendment) shall remain in full force and
effect [...***...]. If the Steering Committee determines that no
organism meeting the GEN III technical milestone has been developed by
that date, there will be no payment for the GEN III Milestone.
6. Consistent with the Third and Fourth Letter Agreements, the Parties
hereby agree that [...***...], Genencor, shall remain a consultant to
DuPont for the purpose of enhancing the successful commercialization of
1,3-propanediol produced by the Bioprocess. The Parties will execute a
separate agreement as necessary to implement such consultancy.
7. All other provisions of the Agreement, as amended by the previous
Letter Agreements, and not specifically amended as set out herein,
shall remain in full force and effect.
*CONFIDENTIAL TREATMENT REQUESTED
3
Fifth Amendment to
Collaborative R&D Agreement of 1 September 1955
In keeping with subparagraph 11.7 of the Collaborative Research and
Development Agreement, please indicate acceptance of the foregoing amendments
and terms by obtaining the signature of an authorized officer of Genencor.
IN WITNESS WHEREOF, the Parties hereto have executed this Fifth Amendment.
GENENCOR INTERNATIONAL, INC. E.I. DU PONT DE NEMOURS AND COMPANY
BY: /s/ Xxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
-------------------------------- ---------------------
NAME: Xxxx Xxxxxxx NAME: Xxxxx X. Xxxxxxx
TITLE: VP Tech Dev TITLE: Group VP & GM
DATE: 01/07/02 DATE: 01/14/02
