AMENDMENT TO AGREEMENT
Exhibit 99.1
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Under 17 C.F.R. Sections 200.80(b)(4)
and 240.24b-2
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and 240.24b-2
This Amendment to Agreement (the “Amendment”) is made and entered into effective as
of December 7, 2007 (the “Amendment Effective Date”), by and between SGX Pharmaceuticals,
Inc. (formerly known as Structural GenomiX, Inc.), a corporation organized and
existing under the laws of the State of Delaware and having its principal place of business located
at 00000 Xxxxxxx Xxxxxx, Xxx Xxxxx, XX 00000 (“SGX”) and Xxx Xxxxx and Company., a
corporation organized and existing under the laws of the state of Indiana and having its principal
place of business at Lilly Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, (“Lilly”). Lilly and SGX
may be referred to herein as a “Party” or, collectively, as “Parties”.
Recitals
X. Xxxxx and SGX have entered into a Collaboration and License Agreement effective April 14,
2003, as amended July 1, 2003, January 30, 2004, November 11, 2004, March 31, 2005 and March 1,
2007 (the “Agreement”), under which the Parties have agreed to conduct a collaborative research
program.
B. The Parties desire to amend the terms of the Agreement as provided in this Amendment.
Now, Therefore, the Parties agree as follows:
1. Amendment of the Agreement
The Parties hereby agree to amend the terms of the Agreement as provided below, effective as of the
Amendment Effective Date. To the extent that the Agreement is explicitly amended by this
Amendment, the terms of the Amendment will control where the terms of the Agreement are contrary to
or conflict with the following provisions. Where the Agreement is not explicitly amended, the
terms of the Agreement will remain in force. Capitalized terms used in this Amendment that are not
defined herein shall have the same meanings as such terms are defined in the Agreement.
1.1 Amend Section 1.41. Section 1.41 of the Agreement is hereby deleted in its entirety and
replaced with the following: “ “Technology Awareness Period” means the period commencing
on the Effective Date and terminating on April 13, 2008.”
1.2 Amend Section 1.43. Section 1.43 of the Agreement is hereby deleted in its entirety and
replaced with the following: “ “Term of the Research Collaboration” means the period
commencing on the Effective Date and terminating on June 30, 2010.”
1.3 Amend Section 2.10. Section 2.10 of the Agreement is hereby deleted in its entirety and
replaced with the following: “The Term of the Research Collaboration may be
1.
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Under 17 C.F.R. Sections 200.80(b)(4)
and 240.24b-2
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Confidential Treatment Requested
Under 17 C.F.R. Sections 200.80(b)(4)
and 240.24b-2
extended for an additional twelve (12) month period upon mutual written agreement of the
parties.”
1.4 Delete Section 3.4(b). Section 3.4(b) of the Agreement is hereby deleted in its entirety.
1.5 Delete Section 3.5(ii). Section 3.5 (ii) of the Agreement is hereby deleted in its
entirety.
1.6 Amend Section 4.1. Section 4.1 of the Agreement is hereby amended by:
(a) inserting a new Section 4.1(f) as follows: “(f) Notwithstanding anything to the
contrary in Section 4.1(e), (i) for the period from April 15, 2008 through June 30, 2009, Lilly
will pay SGX research funding for such number of FTEs as Lilly notifies SGX in writing under
Section 4.1(g)(i) below, at a rate of [...***...] per FTE; and (ii) for the period from July 1,
2009 through June 30, 2010, Lilly will pay SGX research funding for such number of FTEs as Lilly
notifies SGX in writing under Section 4.1(g)(ii) below, at a rate of [...***...]
per FTE. The amounts to be paid under this Section 4.1(f) shall be paid quarterly in advance on
the basis that there will be such number of FTEs in each period in (i) and (ii) above, as Lilly
requests in its applicable Written Notice under Section 4.1(g) below. The initial payment under
this Section 4.1(f) will be made by May 14, 2008 and will cover the FTEs to be utilized in the
period from April 15, 2008 through June 30, 2008 and subsequent payments will be made on or before
July 30, October 30, and January 30 and April 30 during the Term of the Research Collaboration.
Within sixty (60) days following each of June 30, 2009 and June 30, 2010, SGX will provide Lilly
with an accounting of the actual number of FTEs engaged in the Research Collaboration during the
previous period and will accord Lilly a credit (or in the case of the last annual accounting, a
refund) for any deficiency in FTEs engaged in the Research Collaboration from the number of FTEs
specified in the applicable Written Notice”; and
(b) Inserting a new Section 4.1(g), as follows:”(g) (i) No later than January 15, 2008, Lilly
will notify SGX in writing of how many FTEs Lilly desires SGX to commit to the Research
Collaboration for the period from April 15, 2008 through June 30, 2009, provided however that for
such period, the total number of such FTEs shall not be less than [...***...] or more than
[...***...] (in other words the total number of hours of scientific or technical work carried out
by qualified SGX Employees on or directly related to the Research Plan in such 14 and one half
month period shall not be less than [...***...] and not more than [...***...]; and (ii) no later
than March 30, 2009, Lilly will notify SGX in writing of how many FTEs Lilly desires SGX to commit
to the Research Collaboration for the period from June 30, 2009 through June 30, 2010, provided
however that for such period, the number of such FTEs shall not be less than [...***...] or more
than [...***...].”
1.7 Amend Section 5.5(a). Section 5.5(a) of the Agreement is hereby deleted in its entirety
and replaced with the following: “Non-Use. On a Collaboration Target by Collaboration
Target basis, SGX shall not use or practice, nor shall permit its Affiliates, or sublicensees to
use or practice, Collaboration Technology relating to such Collaboration Target
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2.
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Confidential Treatment Requested
Under 17 C.F.R. Sections 200.80(b)(4)
and 240.24b-2
with the Securities and Exchange Commission.
Confidential Treatment Requested
Under 17 C.F.R. Sections 200.80(b)(4)
and 240.24b-2
for any purpose other than the conduct of the Research Collaboration or filing or prosecuting patent applications as
permitted under Section 6.2(b), for a period of [...***...] following the delivery of the first
Target Structure for each such Collaboration Target to Lilly for those Collaboration Targets
accepted into the Collaboration pursuant to Section 2.6(b) before April 14, 2008 and for a period
of [...***...] following the delivery of the first Target Structure for each such Collaboration
Target to Lilly for those Collaboration Targets accepted into the Collaboration on or after April
15, 2008; provided however the provisions of this Section 5.5(a) shall not apply to a Collaboration
Target if either (i) no Target Structure is obtained for such Collaboration Target by the end of
the Term of the Research Collaboration; or (ii) the JSC designates a Collaboration Target as an
Eliminated Target in accordance with Section 2.9. In the event that Crystallizable Protein is
included in the Research Collaboration in accordance with Section 2.6(a) and the gene or expression
constructs for such Crystallizable Protein are not publicly known, the provisions of this Section
5.5(a) will apply to Collaboration Technology relating to such Crystallizable Protein and the
[...***...] period described above, will commence upon delivery by Lilly to SGX of the expression
constructs for such Crystallizable Protein. Notwithstanding the foregoing, if the combined number
of Collaboration Targets for which Target Structure has not yet been obtained and Crystallizable
Proteins is greater than [...***...] at any given time, then this Section 5.5(a) shall not apply to
Crystallizable Proteins in the amount greater than [...***...], as Lilly shall designate.
Notwithstanding anything to the contrary in this Agreement,(i) this Section 5.5(a) shall not apply
to the Collaboration Targets: [...***...] and such other Collaboration Targets as Lilly or any
Lilly representative on the JSC may from time to time add to this list on written notice to SGX;
and (ii) SGX shall have the right at all times to use and practice Collaboration Technology
relating to any Collaboration Target which Lilly or any Lilly representative on the JSC confirms in
writing to SGX is not a drug target, for drug discovery purposes on its own behalf or under
collaborations with third parties who are not providing funding to SGX for such activities.”.
1.8 Amend Section 10.6. Section 10.6 of the Agreement is hereby amended by deleting the
words: “Sections 4.1(b), (c) and (e)” from subsection (ii) and replacing them with: “Sections
4.1(b), (c), (e) and (f)”.
2. Miscellaneous
2.1 Full Force and Effect. This Amendment amends the terms of the Agreement and is deemed
incorporated into, and governed by all other terms of, the Agreement. The provisions of the
Agreement, as amended by this Amendment, remain in full force and effect.
2.2 Counterparts. This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.
***Confidential Treatment Requested
3.
***Text Omitted and Filed Separately
with the Securities and Exchange Commission.
Confidential Treatment Requested
Under 17 C.F.R. Sections 200.80(b)(4)
and 240.24b-2
with the Securities and Exchange Commission.
Confidential Treatment Requested
Under 17 C.F.R. Sections 200.80(b)(4)
and 240.24b-2
In Witness Whereof, the Parties have executed this Amendment in duplicate originals
by their authorized officers as of the date and year first above written.
| Xxx Xxxxx and Company |
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| By: | /s/ Xxxx Xxxxxxxxx | |||
| Name: | Xxxx Xxxxxxxxx, Ph.D. | |||
| Title: | Vice President, LRL Discovery Chemistry Research | |||
| SGX Pharmaceuticals, Inc. |
||||
| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Title: | Chief Financial Officer | |||
***Confidential Treatment Requested
4.
