EXHIBIT 10.59
Certain confidential information contained in this
document, marked by brackets, is filed with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.
AMENDMENT
THIS AMENDMENT AGREEMENT is made effective as of May 31, 1996, by and
between Sugen, Inc. ("Sugen") and Yissum Research Development Company of the
Hebrew University of Jerusalem ("Yissum").
WHEREAS, Sugen and Yissum are parties to an Amended and Restated
Research and License Agreement effective March 27, 1995, as to research and
development regarding the prevention, mitigation, treatment, cure or diagnosis
of cancer and angiogenesis diseases and disorders (the "Research Agreement");
and
WHEREAS, Sugen and Yissum desire to amend the Research Agreement as set
forth below pursuant to the provisions of Section 18(e) of the Research
Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and for good and valuable consideration, the
sufficiency of which is hereby acknowledged, Sugen and Yissum hereby agree as
follows:
1. Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Research Agreement.
2. The definition of "Research Period" in Section 1 of the Research
Agreement is hereby amended by deleting the term "June 1, 1996" in such
definition and replacing such term with the term "June 1, 1997"
3. Section 1 of the Research Agreement is hereby amended by adding the
following new definition to the text thereof:
"Work Plan" - means each of the periodic work plans described in
Section 2(b)."
4. Section 2(b) of the Research Agreement is hereby amended by adding
the following new text to the end thereof:
"Yissum hereby agrees to procure the production of Work Plans, and the
Research's performance in accordance with each Work Plan, in accordance
with this Agreement. Yissum shall cause the Researcher to produce a
Work Plan, in form and substance reasonably satisfactory to Sugen, for
each twelve-month period (or lesser period or periods if agreed between
the parties) during the Research Period prior to the performance of
services thereunder and in no event later than the date of October 1
(or, if earlier, the date that is the last day of any agreed to Work
Plan) during each year during the Research Period. Each Work Plan will
set forth goals, objectives and a time line and will include, without
limitation, priorities and guidelines in connection with the Research
to be performed."
1.
CONFIDENTIAL TREATMENT REQUESTED
5. Section 3(a) of the Research Agreement is hereby amended by deleting
the text thereof and substituting the following:
"In consideration for the performance of the Research and in order to
finance it, Sugen undertakes to pay Yissum at the rate of [ ] per
year beginning on October 1, 1994 and ending on May 31, 1996 and at the
rate of [ ] per year beginning on June 1, 1996 and ending on June
1, 1997. Payments shall be made in advance in quarterly installments."
6. The parties hereto acknowledge that as of September 1, 1996, Sugen
has paid to Yissum, and Yissum has received, [ ] of the [ ] referred to
in Section 3(a) of the Research Agreement as amended as set forth above.
7. The term "Agreement" as used in the Research Agreement and all other
instruments and agreements executed thereunder shall for all purposes refer to
the Research Agreement as amended by this Amendment Agreement.
8. Except to the extent expressly amended by the terms of this
Amendment Agreement, all the terms and conditions of the Research Agreement and
all other instruments and agreements executed thereunder remain in full force
and effect.
9. Sugen hereby represents and warrants to Yissum that the execution
and delivery of this Amendment Agreement have been duly authorized by all
requisite action on the part of Sugen. Yissum hereby represents and warrants to
Sugen that the execution and delivery of this Amendment Agreement have been duly
authorized by all requisite action on the part of Yissum.
10. This Amendment Agreement may be executed in any number of duplicate
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly signed this Amendment
Agreement effective as of the day and year first written above.
SUGEN, INC. YISSUM RESEARCH DEVELOPMENT
COMPANY OF THE HEBREW
UNIVERSITY OF JERUSALEM
By: /s/ K. Xxxxx Xxxxx By: /s/ Xxx Xxxxxx
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Name: K. Xxxxx Xxxxx, Ph.D. Name: Xxx Xxxxxx
Title: Executive Vice President Title: Managing Director
Drug Research & Development
2.