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EXHIBIT 10.21
AMENDMENT NO. 2 TO RESEARCH & DEVELOPMENT AND
LICENSE AGREEMENT
This Amendment No. 2 to Research & Development and License Agreement is
dated as of December 24, 1996 by and between Xxxxxx Laboratories, an Illinois
corporation having a principal place of business at 000 Xxxxxx Xxxx Xxxx, Xxxxxx
Xxxx, Xxxxxxxx ("Abbott") and ArQule, Inc., a Delaware corporation having a
principal place of business at 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxxxxxxxxxx ("ArQule").
RECITALS
WHEREAS, Abbott and ArQule have entered into that certain Research &
Development and License Agreement, dated as of June 16, 1995, as amended by
Amendment No. 1 on August 13, 1996 (as so amended, the "License Agreement"),
pursuant to which ArQule agreed, inter alia, to provide Abbott with certain
ArQule Core Compounds and Abbott Derivative Compounds (these and other
capitalized terms used herein without definition shall have the respective
meanings provided in the License Agreement) for screening in consideration of
the payment by Abbott to ArQule of certain technology access license fees,
milestone and royalty payments and research funding payments on the terms and
subject to the conditions set forth in the License Agreement; and
WHEREAS, ArQule and Abbott desire to further amend the License Agreement
to extend the Research Term thereof and to provide for additional financial
terms in connection therewith.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and conditions contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. The License Agreement is hereby amended as follows:
1.1. Section 2.4(b) of the License Agreement is hereby deleted in its
entirety and replaced with the following:
"(b) Additional technology access fees of [
]* for each extension of the
Research Term by Abbott pursuant to Section 2.3; provided,
that, the additional technology access fee for the Initial
Contract Extension Period (as hereinafter defined) shall be a
total of [ ]*
payable in two equal installments of [
]*, with the first such installment payable on
or before [ ]* and the second such installment
payable on or before [ ]*; and"
* Confidential information omitted and filed with the Commission.
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1.2. A new Section 2.4(d) of the License Agreement is hereby added as
follows:
"(d) Notwithstanding the fact that the Initial Contract Extension
Period lasts for [ ]*, Xxxxxx'x research and
development funding obligation for the entire Initial Contract
Extension Period pursuant to Section 2.4(c) shall be a total
of [ ]*, payable in two installments of
[ ]* each as provided in Section 2.4(c)."
1.3. The first sentence of Section 5.1 of the License Agreement is hereby
deleted in its entirety and replaced with the following:
"During the Array Transfer Period, ArQule shall deliver to Abbott
ArQule Core Compounds within ArQule Arrays as follows: (i) during
the initial Contract Year, ArQule shall deliver to Abbott at least
[ ]* ArQule Core Compounds within ArQule Arrays
having not less than [ ]* different Chemical Themes, (ii)
during the second Contract Year, ArQule shall deliver to Abbott at
least [ ]* ArQule Core Compounds within ArQule Arrays having
not less than [ ]* different Chemical Themes (with a minimum of
[ ]* ArQule Core Compounds and a maximum of [ ]*
ArQule Core Compounds for each Chemical Theme) and (iii) during
the period commencing on the first day of the third Contract Year
and continuing until [ ]* (such period being referred to
herein as the "Initial Contract Extension Period"), ArQule shall
deliver to Abbott at least [ ]* ArQule Core Compounds
within ArQule Arrays having not less than [ ]* different
Chemical Themes (with a minimum of [ ]* ArQule Core Compounds
and a maximum of [ ]* ArQule Core Compounds for each
Chemical Theme)."
2. Miscellaneous
2.1 Governing Law. This Amendment shall be governed in all respects by the
laws of the State of Illinois without giving effect to principles of conflicts
of law thereunder.
2.2 Successors and Assigns. Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, permitted assigns, heirs, executors and administrators of the
parties hereto.
2.3 License Agreement. Except as specifically provided herein, the License
Agreement as previously executed and amended by Amendment No. 1 shall remain in
full force and effect.
2.4 Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
* Confidential information omitted and filed with the Commission.
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IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 2 as
of the date first above written.
XXXXXX LABORATORIES
By: /s/ A. Pernet
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Name: A. Pernet
Title: V.P. R&D
ARQULE, INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
President
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