FIRST AMENDMENT TO THE TOLL MANUFACTURING AGREEMENT DATED SEPTEMBER 15, 2004 BETWEEN GENENTECH, INC. AND WYETH
EXHIBIT 10.30
FIRST
AMENDMENT TO THE
TOLL
MANUFACTURING AGREEMENT DATED SEPTEMBER 15, 2004
BETWEEN
GENENTECH, INC. AND WYETH
This
amendment (the “Amendment”),
effective as of December 8, 2004, is made by and between Genentech, Inc., a
Delaware corporation having a principal place of business at 0 XXX Xxx, Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (“Genentech”),
and Wyeth, a Delaware corporation acting through its Wyeth Pharmaceuticals
Division having its principal place of business at Five Xxxxxxx Xxxxx, Xxxxxxx,
Xxx Xxxxxx 00000 (“Wyeth”).
Wyeth and Genentech are referred to herein collectively as the “Parties.”
WHEREAS,
the Parties desire to make certain changes to the Toll Manufacturing Agreement
entered into between the Parties on September 15, 2004 (the “Agreement”)
as further specified in this Amendment.
NOW
THEREFORE, in consideration of the covenants and conditions contained herein,
the Parties agree as follows:
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1.
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The
first phrase of Section 19.1.1 of the Agreement shall be replaced
with the
following phrase: “Wyeth shall not disclose or transfer (a) Genentech
Confidential Information and/or (b) Genentech Proprietary Materials
provided to Wyeth by or on behalf of Genentech under this Agreement
or
reproduced by Wyeth from other Genentech Proprietary Materials provided
to
Wyeth by or on behalf of Genentech under this Agreement to any Third
Party
other than:”
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2.
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The
first sentence of Section 19.4.3 of the Agreement shall be replaced
with
the following sentence: “Wyeth shall not use (a) Genentech Confidential
Information and/or (b) Genentech Proprietary Materials provided to
Wyeth
by or on behalf of Genentech under this Agreement or reproduced by
Wyeth
from other Genentech Proprietary Materials provided to Wyeth by or
on
behalf of Genentech under this Agreement for any purpose other than
performing its obligations under the Transaction Agreements, without
first
obtaining Genentech’s prior written consent to such
utilization.”
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3.
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The
first sentence of Section 21.9.4 of the Agreement shall be replaced
with
the following sentence: “Upon expiration or termination of this Agreement,
unless otherwise directed by Genentech, Wyeth shall, within thirty
(30)
days after such expiration or termination: (i) either destroy or
transfer
to Genentech, at Genentech’s option and expense, all quantities of Product
and all quantities of Genentech Proprietary Materials in Wyeth’s
possession that were provided to Wyeth by or on behalf of Genentech
under
this Agreement or reproduced by Wyeth from other Genentech Proprietary
Materials provided to Wyeth by or on behalf of Genentech under this
Agreement, with any such destruction to be certified in writing to
Genentech by an authorized Wyeth officer, (ii) return all Genentech
Confidential Information to Genentech, provided that Wyeth may keep
one
(1) copy of the Genentech Confidential Information and the Technology
for
its legal records, with such Confidential Information
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continuing
to be subject to the confidentiality provisions of this Agreement, and (iii)
return to Genentech all retention and reserve samples of Product being held
by
Wyeth pursuant to Section 13.8 hereof.”
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4.
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Capitalized
terms shall have the meaning assigned to them in the Agreement. Except
as
expressly and unambiguously stated herein, no other changes are made
to
the Agreement. All other terms and conditions of the Agreement shall
remain in full force and effect. The Agreement and this Amendment
constitute the entire understanding of the Parties with respect to
the
subject matter hereof and supersede any prior understanding, oral
or
written, between the Parties with respect
thereto.
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IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
duly authorized representatives.
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GENENTECH,
INC.
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WYETH,
acting through its Wyeth Pharmaceuticals Division
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/s/
XXXXXX XXXXXXX
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/s/
CAVAN X. XXXXXXX
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Xxxxxx
Xxxxxxx
Vice
President, Manufacturing Collaborations
Date:
December 6, 2004
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Cavan
X. Xxxxxxx
Executive
Vice President and General Manager, BioPharma Business Unit
Date:
December 12, 2004
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