Exhibit 10.4
Amendment One to Development Agreement Page 1 of 7
* CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
AMENDMENT ONE
TO
DEVELOPMENT AGREEMENT
This Amendment One made as of the day last subscribed below ("Effective
Date") between SRI International, a California, non-profit and public benefit
corporation, having a place of business located at 000 Xxxxxxxxxx Xxxxxx, Xxxxx
Xxxx, XX 00000 (hereinafter "SRI") and Lipid Sciences Incorporated, a Delaware
corporation, having a place of business located at 0000 Xxxx Xxxxxx Xxxxxxx,
Xxxxx 000, Xxxxxxxxxx, XX 00000 (hereinafter "LSI").
WHEREAS, SRI and LSI have entered in to a development agreement having an
effective date of October 6, 2000 (hereinafter "Development Agreement") and
which the parties hereby amend; and
WHEREAS, the parties intend that this Amendment One provides an extension
of the Phase I Development Period of the Development Agreement as originally
executed
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, SRI and LSI agree as follows:
1. For consistency and unless otherwise defined herein all initially capitalized
terms shall have the meaning set forth in the Development Agreement.
2. The parties hereby agree that the Phase I Development Period shall mean the
period commencing on October 6, 2000 and unless terminated earlier as
provided the Development Agreement or extended by the mutual written
agreement of the parties, shall expire on March 30, 2001.
3. The parties hereby agree that the research fee authorized by LSI for the
Phase I Development Period as set forth in 2.2.1 of the Development
Agreement, has not been changed.
4. The parties hereby agree that the Development Plan for Phase I shall be
amended as follows and a copy of the amended Development Plan is attached
hereto as Exhibit A: (i) Task 10 is deleted and may be included in Phase II
depending on the experimental results of Task 9; (ii) Task 11 Output with
respect to the record of a preliminary design review has been deleted from
Phase I and shall be included in Phase II; (iii) Tasks 14-18 are to be
deleted from Phase I and shall be included in Phase II; and. (iv) Tasks 20
and 21 shall be added to the Development Plan for Phase I to cover the single
solvent work and material compatibility.
5. Section 3.5 shall be amended to read:
"3.5. License Grant to SRI for Internal Research Purposes. LSI hereby
grants to SRI a perpetual, non-exclusive, royalty-free license (without
the right to grant sublicenses) to practice and use the Development
Program Intellectual Property for Internal Research Purposes."
6. Section 11.1, Notices, the LSI telephone number for Xxxx Xxxxxxx shall be
amend to read "000-000-0000" and the facsimile number to read "000-000-0000".
Amendment One to Development Agreement Page 2 of 7
*CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Unless expressly amended by this Amendment One, all other terms and conditions
of the Development Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date last subscribed below.
SRI: LSI:
SRI International Lipid Sciences, Incorporated
By /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxx Xxxxxxx
------------------------- ----------------------------------
Xxxxxxx X. Xxxxxx Xxxx Xxxxxxx, Ph.D.
Associate Director, President/ Chief Executive Officer
Corporate Development
Date: March 8, 2001 Date: March 8, 2001
Amendment One to Development Agreement Page 3 of 7
* CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
EXHIBIT A
AMENDED TASKS FOR DEVELOPMENT PLAN FOR PHASE 1
[*]
Page 4 of 7
Amendment One to Development Agreement
* Certain Information in this Exhibit has been omitted and filed separately
with the Securities and Exchange Commission. Confidential Treatment has been
requested with respect to the omitted portions.
Exhibit A (con't)
[*]
Page 5 of 7
Amendment One to Development Agreement
*Certain Information in this Exhibit has been omitted and filed separately with
the Securities and Exchange Commission. Confidential Treatment has been
requested with respect to the omitted portions.
Exhibit A (con't)
[*]
Page 6 of 7
Amendment One to Development Agreement
*Certain information in this Exhibit has been omitted and filed separately with
the Securities and Exchange Commission. Confidential Treatment has been
requested with respect to the omitted portions.
Exhibit A (con't)
[*]
Page 7 of 7
Amendment One to Development Agreement
*Certain information in this Exhibit has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
Exhibit A (con't)
[*]
