EXHIBIT 10.3
UC Case Nos. 92-283, 92-383 & 96-036
SECOND AMENDMENT TO OPTION AGREEMENT
This second amendment to the Option Agreement ("Second Amendment") is
effective this 31st day of August 1999 ("Effective Date") between The Regents of
the University of California, a California corporation having statewide
administrative headquarters at 0000 Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx,
Xxxxxxxxxx 00000 ("The Regents") and Triangle Pharmaceuticals, Inc., a Delaware
corporation, having a principal place of business at 0 Xxxxxxxxxx Xxxxx, 0000
Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxx Xxxxxxxx 00000 ("Optionee").
BACKGROUND
The Regents and Optionee entered into an agreement effective September 1,
1996 (UC Control No. 97-11-0081) ("Option Agreement") granting to Optionee an
option to negotiate the terms of an exclusive license under Regents' Patent
Rights (as defined in the Option Agreement).
Optionee has requested that the Option Agreement be amended to extend the
term of the Option Agreement in order to continue to evaluate the Licensed
Products to determine its interest in taking a license under Regents' Patent
Rights;
The Regents wishes to grant the option extension so that the Inventions
may be developed to the fullest extent and the benefits therefrom enjoyed by the
general public.
The parties agree to amend the Option Agreement as follows:
Article 3 OPTION FEE AND TERM of the Option Agreement is amended to add Articles
3.4, 3.5, and 3.6.
3.4 On or before September 1, 1999, Optionee may extend the option
granted pursuant hereto for one (1) additional year by signing this
Second Amendment
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and by paying an extension fee of *** , due within *** of receipt by
Optionee of the fully executed Second Amendment.
3.5 Optionee may extend the option granted pursuant hereto for one (1)
additional year by so notifying The Regents in writing at least
thirty (30) days before September 1, 2000, which notice shall be
accompanied by an extension fee of *** .
3.6 The two option extension fees referred to in Paragraphs 3.4 and 3.5
are non-refundable, non-creditable, and not an advance against
royalties.
The remaining provisions of the Option Agreement remain in full force and
effect. The parties have executed this Second Amendment by their respective and
duly authorized officers, as evidenced by the signatures below.
TRIANGLE PHARMACEUTICALS, INC. THE REGENTS OF THE
UNIVERSITY OF CALIFORNIA
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
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(Signature) (Signature)
Name: Xxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: Executive Vice President Title: Executive Director
Business Development and Research Administration and
General Counsel Technology Transfer
Date: August 31, 1999 Date: September 13, 1999
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Confidential Treatment and filed separately with the Commission.
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