Exhibit 10.1
CONFIDENTIAL TREATMENT
AMENDMENT NO. 1
TO
COLLABORATIVE RESEARCH AND LICENSE AGREEMENT
This Amendment No. 1 (the "AMENDMENT") to Collaborative Research and
License Agreement between Merck & Co., Inc., a New Jersey corporation ("MERCK")
and Cubist Pharmaceuticals, Inc. ("CUBIST") dated as of June 13, 1996 ( the
"AGREEMENT"), is made as of October 30, 1997 (the "AMENDMENT EFFECTIVE DATE").
Capitalized terms not otherwise defined in this AMENDMENT shall have the
meanings ascribed to them in the AGREEMENT.
The AGREEMENT is amended as follows:
1. Additional PROGRAM tRNA SYNTHETASES.
(a) Effective as of the AMENDMENT EFFECTIVE DATE, Section 1.35 of
the AGREEMENT is amended to add the following [ ]* to the
definition of PROGRAM tRNA SYNTHETASES: [ ]*. Such additional
PROGRAM tNRA SYNTHETASES are also referred to in this
AMENDMENT as the "NEW PROGRAM tRNA SYNTHETASES", but shall,
for all purposes of the AGREEMENT, be treated as PRGORAM tRNA
SYNTHETASES.
(b) Section 2.1.1(a) of the AGREEMENT is modified to provide that
no later than [ ]* after the AMENDMENT EFFECTIVE DATE, CUBIST
shall complete production of three additional PRIMARY
SCREENING MODULES relating to the NEW PROGRAM tRNA
SYNTHETASES. Such additional PRIMARY SCREENING MODULES are
also referred to in this AMENDMENT as the "ADDITIONAL
MODULES", but shall, for all purposes of the AGREEMENT, be
treated as PRIMARY SCREENING MODULES.
(c) Sections 2.1.1(b)(i) and (ii) of the AGREEMENT are modified to
provide that upon completion of the production of the NEW
MODULES, CUBIST and MERCK shall employ the NEW MODULES in the
PRIMARY SCREENING PLAN to screen MERCK COMPOUND LIBRARIES as
provided in the AGREEMENT. CUBIST shall have completed the
PRIMARY SCREENING PROGRAM (including the NEW PROGRAM tRNA
SYNTHETASES
*Confidential treatment requested: Material has been
omitted and filed separately with the Commission.
and the NEW MODULES) to identify HITS as to all MERCK COMPOUND
LIBRARIES by February 1, 1997.
(d) For the purposes of Section 2.1.1(b)(iii) of the AGREEMENT, it
is expressly understood and agreed that the NEW PROGRAM tRNA
SYNTHETASES are in addition to, and not in substitution of,
the PROGRAM SYNTHETASES originally specified under Section
1.35 of the AGREEMENT.
(e) The following language is added to the end of Section 5.5.3 of
the AGREEMENT: [ ]*
2. Additional Research Payments. In consideration of the additional
screening activities contemplated by this AMENDMENT, MERCK agrees to pay to
CUBIST the sum of [ ]*. Such sum is in addition to the amount specified in
Section 3.3 of the AGREEMENT, and shall be paid quarterly in the manner
specified in Section 3.3 of the AGREEMENT.
3. AGREEMENT In Force. Except as specifically modified or amended by
this AMENDMENT, the AGREEMENT, continues in full force and effect. It is
specifically acknowledged that no rights to CUBIST compounds are provided by
this AMENDMENT, nor are any rights to information supplied by MERCK to CUBIST
relating to such CUBIST compounds included in this AMENDMENT.
IN WITNESS WHEREOF, the parties have executed this AMENDMENT as of
the dates set forth below.
CUBIST PHARMACEUTICALS, INC. MERCK & CO., INC.
By: /s/ Xxxx Xxxxxx By: /s/
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Title: Vice President and Chief Title: Executive Vice President
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Business Officer Worldwide Basic Res.
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Date: Dec 4, 1997 Date: 11 Dec. 1997
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*Confidential treatment requested: Material has been
omitted and filed separately with the Commission.
