AMENDMENT TO LICENSE AGREEMENT
This Amendment to License Agreement ("Amendment") is entered into as of
April 1, 1999, by and between BUKWANG PHARM. IND. CO., LTD., with its
principal offices at 398-01, Daebang-Dong, Dongjak-Ku, Xxxxx 000-000, Xxxxx
("Bukwang") and TRIANGLE PHARMACEUTICALS, INC., with its principal offices
located at 0 Xxxxxxxxxx Xxxxx, 0000 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxx Xxxxxxxx
00000 ("Triangle") and amends certain terms of that certain License
Agreement, dated as of February 27, 1998, between Bukwang and Triangle (the
"Agreement"). Capitalized terms not defined herein shall have the meanings
given them in the Agreement.
RECITALS
A. Bukwang and Triangle have previously entered into the Agreement,
pursuant to which Bukwang has licensed certain patent rights and know-how to
Triangle relating to a compound known as L-FMAU.
B. As part of its diligence efforts in respect of L-FMAU, Triangle is
required to conduct 3-month toxicity studies in two species of animals and
has commenced such toxicity studies in [***] and [***].
C. Bukwang and Triangle desire to amend certain terms of the Agreement
relating to such toxicity studies, as set forth in this Amendment.
NOW, THEREFORE, for good and valuable consideration, Triangle and
Bukwang hereby agree as follows:
1. AMENDMENTS. The Agreement is hereby amended as follows:
(a) SECTION 6.1. In the third sentence of Section 6.1, delete the
phrase "3-month" and replace it with the phrase [***].
(b) SECTION 6.1. At the end of the fifth sentence of Section 6.1,
change the period (".") to a semi-colon (";") and insert the
following proviso immediately thereafter: "provided, however,
that Triangle shall be responsible for [***] percent ([***]%)
of all costs resulting from extending the length of such
toxicity studies from 3-months to [***]."
2. GENERAL TERMS. The Agreement, as amended by this Amendment,
constitutes the entire agreement between Bukwang and Triangle or
regarding the subject matters contained therein and herein. In the
event of any conflict between the provisions of the Agreement and
this Amendment, the provisions of this Amendment shall govern and
control. This Amendment shall be governed by, and construed in
accordance with, the laws of the [***] without regard to its
conflicts of laws
[***] Confidential Treatment Requested
principles. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original and all
of which shall constitute one and the same instrument. If any
provision of this Amendment is for any reason held to be
ineffective, unenforceable or illegal, such condition shall not
affect the validity or enforceability of any of the remaining
portions hereof; provided, further, that the parties shall
negotiate in good faith to replace any ineffective, unenforceable
or illegal provision with an effective replacement as soon as is
practicable.
IN WITNESS WHEREOF, Bukwang and Triangle have each executed this
Amendment through an authorized officer as of the date written below.
BUKWANG PHARM. IND. CO., LTD.
By: /s/ X.X. Xxx
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Its: Managing Director
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Date: Apr. 13, 1999
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TRIANGLE PHARMACEUTICALS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Its: Vice President, Bus. Dev.
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Date: April 2, 1999
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