EXHIBIT 10.31
AMENDMENT AGREEMENT BETWEEN THE XXXXXXX
AND WOMEN'S HOSPITAL, INC.
AND
NPS PHARMACEUTICALS, INC.
1997 RESEARCH AGREEMENT AMENDMENT
BETWEEN
THE XXXXXXX AND WOMEN'S HOSPITAL, INC.
AND
NPS PHARMACEUTICALS, INC.
Effective March 1, 1997, The Xxxxxxx and Women's Hospital, Inc., a
Massachusetts not-for-profit corporation having its principal offices at 00
Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Hospital"), and NPS
Pharmaceuticals, Inc., a Delaware corporation having its principal offices at
000 Xxxxxxx Xxx, Xxxx Xxxx Xxxx, Xxxx 00000 (the "Company") agree as follows:
XVI. BACKGROUND: The Hospital and the Company entered into a certain
Research Agreement effective February 19, 1993 as amended by the Research
Agreement Amendment effective December 10, 1993, and further amended by the 1996
Research Agreement Amendment effective February 7, 1996 (collectively the
"Research Agreement").
The Hospital and the Company now wish to amend said Research Agreement
pursuant to the terms of this 1997 Research Agreement Amendment (the
"1997 Research Agreement Amendment"). Said 1997 Research Agreement
Amendment to become effective the date first above written.
Except as specifically amended hereby, the Research Agreement remains in
full force and effect pursuant to the terms thereof.
XVII. PAYMENTS: The level of funding during the second year of the Extended
Performance Period shall be amended to provide for a level of funding of
forty-one thousand two hundred fifty dollars ($41,250.00) per quarterly payment
beginning March 1, 1997, such that each of the final four (4) scheduled
quarterly payments beginning March 1, 1997 shall be forty-one thousand two
hundred fifty dollars ($41,250.00).
APPLICABLE PORTION OF
THE EXTENDED
PAYMENT DATE PAYMENT AMOUNT PERFORMANCE PERIOD
------------------------------------------------------------------------ ---------------- ----------------------
March 1, 1997........................................................... $ 41,250.00 03/01/97 to 05/31/97
June 1, 1997............................................................ $ 41,250.00 06/01/97 to 08/31/97
September 1, 1997....................................................... $ 41,250.00 09/01/97 to 11/30/97
December 1, 1997........................................................ $ 41,250.00 12/01/97 to 02/28/98
TOTAL:.............................................................. $ 165,000.00 03/01/97 to 02/28/98
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----------------
XVIII. NOTICES: All notices of every kind and description whatsoever
required or permitted under this Research Agreement shall be in writing and
shall be deemed to have been received when personally delivered or when mailed
through the U.S. Postal Service, postage prepaid, return receipt requested, or
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when shipped by private express carrier, shipment charges prepaid, to the party
to whom delivery shall be made at the respective addresses as set out below.
HOSPITAL: [SAME AS IN THE ORIGINAL RESEARCH AGREEMENT]
NPS (COMPANY): NPS Pharmaceuticals, Inc.
Attn: Xxxxxxxx X. Xxxxxx
000 Xxxxxxx Xxx
Xxxx Xxxx Xxxx, Xxxx 00000
with a copy to: NPS Pharmaceuticals, Inc.
Attn: Senior Corporate Counsel
000 Xxxxxxx Xxx
Xxxx Xxxx Xxxx, Xxxx 00000
XIX. RESEARCH PLAN: The parties acknowledge that the Research Plan for
Project Plan Year 5 for the period March 1, 1997 through February 29, 1998 shall
be as attached to the fax message from Xx. Xxxxx to Xxxxxxxx X. Xxxxxx, Ph.D. of
NPS dated February 20, 1997. The parties further acknowledge that Xx. Xxxxx
Xxxxxx has separated or is to separate from the Hospital and effective March 1,
1997, he is no longer conducting research under the Xxxxx/Xxxxxx Funded Research
Program.
XX. RESEARCH AGREEMENT: Except as amended hereby, the Research Agreement
remains in full force and effect pursuant to the terms thereof.
EXECUTED by the respective duly authorized officers or agents of the
Hospital and the Company to be effective as of the date and year first above
written.
NPS PHARMACEUTICALS, INC. THE XXXXXXX AND WOMEN'S HOSPITAL
INC.
BY: /S/ XXXXX X. By: /s/ XXXXX X.
XXXXXX XXXXX
----------------------------------- -----------------------------------
Xxxxx X. Xxxxxx Xxxxx X. Xxxxx
Its: VICE Its: ACTING DIRECTOR, VENTURES
PRESIDENT DEPARTMENT
Acknowledged: /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
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