*** TEXT OMITTED AND FILED SEPARATELY
CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT 10.31
FIRST AMENDMENT OF THE
COLLABORATION AGREEMENT
This First Amendment (this "FIRST AMENDMENT") to the Collaboration
Agreement is made and entered into as of October 16, 2002 by and between
EPIMMUNE INC., having a principal place of business at 0000 Xxxxx Xxxxx Xxxxx,
Xxx Xxxxx, XX 00000 ("EPMN"), and GENENCOR INTERNATIONAL, INC., having a
principal place of business at 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, XX 00000-0000
("GCOR") (collectively referred to herein as the "PARTIES") agree as follows:
WHEREAS, the Parties have entered into that certain Collaboration
Agreement dated July 9, 2001 (the "COLLABORATION AGREEMENT"); and
WHEREAS, the Parties wish to amend the Collaboration Agreement on the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual undertakings of the
Parties as set forth below as well as other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, GCOR and EPMN do hereby
mutually agree as follows:
A. With respect to funding during the Extended Term (as defined below), Section
4.1 shall be amended to add subsection (b) as follows:
4.1 (a) Funding. Subject to the terms and conditions set forth herein, during
the Collaboration Term GCOR shall fund annually up to [...***...] EPMN
FTE's at [...***...] for the work performed under the Work Plan. This
payment is based on the [...***...] expended by EPMN in support of the
Program.
(b) Funding - Extended Term. Subject to the terms and conditions set forth
herein, during the Extended Term GCOR shall fund annually between
[...***...] EPMN FTE's at [...***...] for the work performed under the Work
Plan. This payment is based on the [...***...] expended by EPMN in support
of the Program.
B. With respect to the term of Collaboration Agreement and termination
thereof, Sections 8.1 and 8.4 shall be amended to read as follows:
8.1 (a) Term. This Agreement, unless terminated sooner as provided elsewhere
herein, shall expire on September 1, 2004, which term can be extended
by mutual agreement of the Parties.
(b) Extended Term. Between September 1, 2003 and September 1, 2004, GCOR
may terminate this Agreement at any time, by providing three months
prior written notice.
* CONFIDENTIAL TREATMENT REQUESTED
8.4 Effect of Termination by GCOR. In the event of termination by GCOR pursuant
to Sections 8.1, 8.2 or 8.3, GCOR shall pay to EPMN all payments for
[...***...] actually expended by EPMN as of the effective date of
termination but shall have no further obligation to make payment for work
that was not performed as of the effective date of termination. GCOR may as
its discretion and cost, ask EPMN to continue to work on the Program for no
more than [...***...] in order to wind down all research and development
efforts. Upon such termination, EPMN shall promptly provide the Final
Report of Section 2.7 to GCOR. In the event of such termination, the
provisions of Section 10.5.3 of the License Agreement shall apply.
C. All terms and conditions of the Collaboration Agreement remain in full
force and effect, as modified hereby and are hereby ratified by the
parties.
D. From and after the effective date of this First Amendment to the
Collaboration Agreement, the term "Agreement" shall be deemed to mean the
Collaboration Agreement as hereby modified.
IN WITNESS WHEREOF, the Parties have caused this First Amendment to the
Collaboration Agreement to be executed by and through their duly authorized
representatives as of the date first above written.
EPIMMUNE INC.
By: /s/ Xxxxxx X. De Vaere
-----------------------------
Xxxxxx X. De Vaere
Vice President, Finance and
Chief Financial Officer
GENENCOR INTERNATIONAL, INC.
By: /s/ Xxxxx Xx Xxxxx
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Xxxxx Xx Xxxxx
Title: Senior Vice President, Healthcare
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