EXHIBIT 10.45
***TEXT OMITTED AND FILED SEPARATELY
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. SECTIONS 200.80(b)(4)
AND 230.406
FIRST AMENDMENT OF THE
COLLABORATION AGREEMENT
This First Amendment (this "FIRST AMENDMENT") to the Collaboration
Agreement is made and entered into as of October 16, 2002 by and between
EPIMMUNE INC., having a principal place of business at 0000 Xxxxx Xxxxx Xxxxx,
Xxx Xxxxx, XX 00000 ("EPMN"), and GENENCOR INTERNATIONAL, INC., having a
principal place of business at 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, XX 00000-0000
("GCOR") (collectively referred to herein as the "PARTIES") agree as follows:
WHEREAS, the Parties have entered into that certain Collaboration
Agreement dated July 9, 2001 (the "COLLABORATION AGREEMENT"); and
WHEREAS, the Parties wish to amend the Collaboration Agreement on the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual undertakings of the
Parties as set forth below as well as other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, GCOR and EPMN do hereby
mutually agree as follows:
A. With respect to funding during the Extended Term (as defined below),
Section 4.1 shall be amended to add subsection (b) as follows:
4.1 (a) Funding. Subject to the terms and conditions set forth herein,
during the Collaboration Term GCOR shall fund annually up to [...***...]
EPMN FTE's at [...***...]/FTE for the work performed under the Work
Plan. This payment is based on the man-month(s) expended by EPMN in
support of the Program. (b) Funding -- Extended Term. Subject to the
terms and conditions set forth herein, during the Extended Term GCOR
shall fund annually between [...***...] and [...***...] EPMN FTE's at
[...***...]/FTE for the work performed under the Work Plan. This payment
is based on the man-month(s) expended by EPMN in support of the Program.
B. With respect to the term of Collaboration Agreement and termination
thereof, Sections 8.1 and 8.4 shall be amended to read as follows:
8.1 (a) Term. This Agreement, unless terminated sooner as provided
elsewhere herein, shall expire on September 1, 2004, which term can
be extended by mutual agreement of the Parties.
(b) Extended Term. Between September 1, 2003 and September 1, 2004
(such period of time referred to as, the "EXTENDED TERM"), GCOR may
*CONFIDENTIAL TREATMENT REQUESTED
terminate this Agreement at any time, by providing three months prior
written notice.
8.4 Effect of Termination by GCOR. In the event of termination by GCOR
pursuant to Sections 8.1, 8.2 or 8.3, GCOR shall pay to EPMN all
payments for man-months actually expended by EPMN as of the effective
date of termination but shall have no further obligation to make payment
for work that was not performed as of the effective date of termination.
GCOR may at its discretion and cost, ask EPMN to continue to work on the
Program for no more than three (3) months in order to wind down all
research and development efforts. Upon such termination, EPMN shall
promptly provide the Final Report of Section 2.7 to GCOR. In the event
of such termination, the provisions of Section 10.5.3 of the License
Agreement shall apply.
C. All terms and conditions of the Collaboration Agreement remain in full
force and effect, as modified hereby and are hereby ratified by the
parties.
D. From and after the effective date of this First Amendment to the
Collaboration Agreement, the term "Agreement" shall be deemed to mean
the Collaboration Agreement as hereby modified.
IN WITNESS WHEREOF, the Parties have caused this First Amendment to the
Collaboration Agreement to be executed by and through their duly authorized
representatives as of the date first above written.
EPIMMUNE INC.
By: /s/ Xxxxxx X. De Vaere
------------------------------------------
Xxxxxx X. De Vaere
Vice President, Finance and
Chief Financial Officer
GENENCOR INTERNATIONAL, INC.
By: /s/ Xxxxx Xx Xxxxx
------------------------------------------
Xxxxx Xx Xxxxx
Title: Senior Vice President, Healthcare
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