EXHIBIT 10.66
CONFIDENTIAL TREATMENT
FIRST AMENDMENT
TO "COLLABORATIVE RESEARCH AND LICENSE AGREEMENT"
This First Amendment is dated 4th February 2002, and is made between CUBIST
PHARMACEUTICALS, INC. ("CUBIST"), a Delaware corporation having its principal
place of business at 00 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000, U.S.A.,
and NOVARTIS PHARMA AG ("NOVARTIS"), a Swiss corporation having its principal
place of business at Xxxxxxxxxxxx 00, XX-0000 Xxxxx, Xxxxxxxxxxx,.
WHEREAS Cubist and Novartis are parties to a Collaborative Research And License
Agreement, dated 4th February, 1999 (hereafter the "Agreement");
WHEREAS Cubist and Novartis wish to amend the Agreement in accordance with the
terms and conditions of this First Amendment.
THEREFORE, Cubist and Novartis agree as follows:
1. In SECTION 2.1 ("General") the second sentence shall be amended to read
as follows: "The Research Program will have a term of [ * ] years,
unless terminated earlier pursuant to Article 12."
2. In SECTION 8.1 ("Funding of the Research Program by Novartis") a second
paragraph shall be added as follows:
,,In consideration of Cubist's performance of its obligations under the
Research Program in the [ * ], Novartis will pay Cubist [ * ] during
[ * ]. Such funding represents support for [ * ] full-time Cubist
employees during the [ * ] at a cost of [ * ] per full-time employee. The
amount payable for the [ * ] shall be paid in advance by certified or
bank check or wire transfer in United States dollars in four equal
payments to be paid quarterly upon presentation of an invoice by Cubist.
(each such payment referred to as a "Research Funding Payment"). Research
Funding Payments shall be made no later than (a) by the [ * ] business
day of each [ * ] of the [ * ] or (b) [ * ] days after receipt of the
corresponding invoice, whichever is the later. Research Funding Payments
for the [ * ] shall not be credited against [ * ] payments due Cubist
under Sections 8.2 through 8.4 below:"
3. In SECTION 8.3.1 ("Technology Transfer Milestone Payments") the
half-sentence "PROVIDED HOWEVER, that in no event shall Novartis be
required to pay Cubist under this Section 8.3 more than [ * ]" shall be
deleted and replaced and superseded by the following:
"PROVIDED HOWEVER, that in no event shall [ * ]".
4. SECTION 12.1.1 (,,Expiration of the Research Program") shall be
deleted and be replaced and superseded in its entirety by the following:
* Confidential Treatment Requested. Omitted portions filed with the Commission.
,,Unless this Agreement is sooner terminated in accordance with the
provisions of this Article 12, the term of the Research Program shall
expire upon the completion of [ * ]"
5. In SECTION 13.4 (,,Notices"), the part entitled ,,If to Cubist" shall
be be deleted and be replaced and superseded in its entirety
by the following:
,,If to Cubist: Cubist Pharmaceuticals, Inc.
00 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Fax: (000) 000-0000
Attention: Vice President, Research
With a copy to: Contracts Manager"
6. All other provisions of the Agreement shall remain unchanged and shall
continue to be in full force and effect.
7. This First Amendment will form an integral part of the Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates
indicated below.
CUBIST PHARMACEUTICALS, INC. NOVARTIS PHARMA AG
By: /s/ X.X. Xxxxxx, Xx. By: /s/ Xxxx X. Xxxxxxxx /s/ Siegward Stru
-------------------------- ----------------------- --------------------------
Name: XX Xxxxxx Xx. Name: Prof. P Xxxxxxxx Xxxxxxxx Xxxxx, P.h.D
-------------------------- ----------------------- --------------------------
Title: VP, Research Title: Head of Research BD&L, Head Research Liaison
-------------------------- Novartis Pharma AG
WSJ 386.13.06
XX-0000 Xxxxx/Xxxxxxxxxxx
Date: 1/31/02 Date: 7/02/02
-------------------------- -----------------------
* Confidential Treatment Requested. Omitted portions filed with the Commission.
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