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[Letterhead of SCHERING CORPORATION]
December 15, 1998
Xx. Xxxxxxx X. Xxxxx
President and Chief Executive Officer
Corvas International, Inc.
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
RE: Factor Xa Research Programs
Dear Xx. Xxxxx:
This "Letter of Agreement" is to notify you of Xxxxxxxx's decision to
extend the term of the Factor Xa Research Program under the Agreement by and
between Corvas International, Inc. ("Corvas") and Schering Corporation and
Schering-Plough Ltd. (collectively "Schering"), effective as of December 14,
1994 (the "Agreement"), subject to the following modifications.
1. The Factor Xa Research Program shall be extended for a period
of nine (9) months, i.e., from January 14, 1999 through
September 14, 1999 (the "Extension").
2. Schering shall pay to Corvas three million dollars
($3,000,000) in research funding for the Extension, such
payment to be made in three (3) equal quarterly payments, the
first to be made on or before January 14, 1999, and the
remaining amounts payable on or before April 14, 1999 and July
14, 1999.
3. Corvas shall provide staffing for the Factor Xa Research
Program at a level of [...***...] FTEs (consisting of
[...***...] chemists and [...***...] biologists) during this
Extension.
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Xx. Xxxxxxx X. Xxxxx December 15, 1998
4. Corvas shall, at Corvas' expense, perform (or out-source) the
in vivo pharmacokinetic testing in dogs of potential lead
compounds arising from research conducted during the
Extension.
5. Schering shall, at its sole discretion and at its expense,
perform pharmacological efficacy studies to evaluate the
antithrombotic potential of selected compounds during or after
the Extension.
6. The goal of the Extension shall be to discover [...***...]
small molecule anticoagulant that specifically inhibits either
thrombin, Factor Xa, or both, and has additional properties
characteristic of a clinical development candidate. The
characteristics of such a development candidate shall be
defined by the parties based upon the Acceptance Criteria set
forth in the Agreement, as modified by mutual agreement of the
parties.
7. The terms and conditions of the Agreement shall be amended to
include expansion of the licenses granted in Article 2 of the
Agreement to reflect the expansion of the research
collaboration to include both Thrombin Inhibitors and Factor
Xa Inhibitors.
8. Xxxxxx agrees to give good faith consideration to Xxxxxxxx's
request that Schering retain rights for a period of three (3)
years after the expiration of the Extension and termination of
the Agreement to compounds discovered/ developed during the
Extension.
9. Xxxxxxxx agrees to give good faith consideration to Xxxxxx'
request that the rights to NAP5 be returned to Corvas.
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10. Sixty (60) days prior to the expiration of the Extension, the
parties shall discuss extending the term of the oral
anticoagulant research collaboration between Xxxxxx and
Schering. Notwithstanding anything in the Agreement to the
contrary, neither party shall have the right to unilaterally
renew or extend the term of the research collaboration.
11. In the event that during the Extension Schering accepts one or
more compounds as a clinical development candidate, then it
shall have the right to continue the development and
commercialization of such compound(s) in accordance with the
terms of the Agreement, including as it may be amended
pursuant to this Letter of Agreement, provided that Xxxxxxxx's
diligence obligations with respect to such compound(s) shall
be essentially as those set forth in Article 4 of the
Agreement.
12. The parties shall agree upon additional amendments to the
terms of the Agreement to reflect the terms agreed upon for
the Extension as contemplated hereunder.
Pursuant to Section 4. 1A of the Agreement, Schering and Corvas shall
amend Exhibit G of the Agreement to set forth the responsibilities of the
parties with respect to performance of the research collaboration during the
Extension.
The good faith negotiation of amendments to the Agreement and Exhibit
G, and the matters set forth in Sections 8 and 9 above, is to be completed
within thirty (30) days of the date on which Xxxxxx receives this Letter of
Agreement.
We at Schering look forward to continuing our collaborative research
efforts under the Agreement.
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Xx. Xxxxxxx X. Xxxxx December 15, 1998
Please indicate Xxxxxx' acceptance and agreement to the provisions set
forth in this Letter of Agreement by signing below on behalf of Xxxxxx and
returning one signed original to Schering.
Very truly yours, LEGAL REVIEW LEGAL REVIEW
Schering Corporation Schering-Plough, Ltd.
/s/ XXXXX XXXXXXX /s/ XXXXX XXXXXXX
--------------------- ---------------------
Xxxxx Xxxxxxx, Ph.D. Xxxxx Xxxxxxx, Ph.D.
Vice President Prokurist
Acknowledged and Agreed to
Corvas International, Inc.
By: /s/ XXXXXXX X. XXXXX
--------------------
Date: December 15, 1998
-----------------
cc: Corporate Secretary, Corvas International
Xxxxxx Godward LLP
Xxxxx X. Xxxxxxx, Ph.D.
Xxxxx Xxxxxxx, Ph.D.
Xxxxxxx Xxxxxxx, Ph.D.
