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EXHIBIT 10.30
AMENDMENT NO. 3 TO RESEARCH & DEVELOPMENT AND
LICENSE AGREEMENT
This Amendment No. 3 to Research & Development and License Agreement,
dated as of December 23, 1997, is between Xxxxxx Laboratories, an Illinois
corporation having a principal place of business at 000 Xxxxxx Xxxx Xxxx, Xxxxxx
Xxxx, Xxxxxxxx ("Abbott") and ArQule, Inc., a Delaware corporation having a
principal place of business at 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxxxxxxxxxx ("ArQule").
RECITALS
WHEREAS, Abbot and ArQule have entered into that certain Research &
Development and License Agreement, dated as of June 16, 1995, as amended by
Amendment No. 1 dated August 13, 1996 and Amendment No. 2 dated December 24,
1996 (as so amended, the "License Agreement"), pursuant to which ArQule agreed,
among other things, to perform certain contract research activities and to
provide Abbott with certain ArQule Core Compounds and Abbott Derivative
Compounds (these and other capitalized terms used herein without definition
shall have the respective meanings provided in the License Agreement) for
screening in consideration of the payment by Abbott to ArQule of certain
technology access fees, license fees, milestone and royalty payments, and
research funding payments on the terms and subject to the conditions set forth
in the License Agreement; and
WHEREAS, ArQule and Abbott desire to further amend the License Agreement
to amend the Research Term thereof and to provide for additional financial terms
in connection therewith, and to further provide for delivery of additional
ArQule Core Compounds to Abbott.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
conditions contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. R & D PROGRAM. Abbott has previously extended the R & D Program set forth
in Article 2 beyond the initial Research Term, which ended June 15, 1997. The
parties hereby agree to amend the R & D Program, with certain modifications, as
follows:
(i) The research and development services provided by ArQule to Abbott
pursuant to Section 2.1 of the License Agreement shall continue
until *, unless extended pursuant to paragraph (iii) below.
(ii) Abbott shall by December 31, 1997 pay ArQule additional research
and development funding of *, which funding will support the
research and development services provided by ArQule to Abbott
pursuant to Section 2.1 of the License Agreement through *.
*Confidential Treatment has been requested for the marked portion.
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(iii) Abbott may, at its option, extend the R & D Program for the *
period commencing on * and concluding on *, upon written notice to
ArQule which is received by ArQule not later than *. The research
and development funding for such * period shall be *, payable in
two equal installments of * with the first installment due on or
before * and the second installment due on or before *.
(iv) The parties acknowledge and agreement that the research and
development funding set forth in this Article is calculated based
on a rate of * per ArQule FTE per calendar year (the "FTE Rate").
ArQule shall have no obligation to perform services in the R & D
Program without payment by Abbott at the FTE Rate.
(v) This Article shall supersede Sections 2.3, 2.4(c), and 2.4(d) of
the License Agreement.
2. INCREASE IN DELIVERY OF ARQULE ARRAYS. ArQule hereby agrees to increase
the number of ArQule Core Compounds that ArQule will deliver to Abbott during
the Initial Contract Extension Period (through March 16, 1999) by * ArQule Core
Compounds, without additional charge, such that Abbott will receive a total of *
ArQule Core Compounds within ArQule Arrays having not less than * different
Chemical Themes (with a minimum of * ArQule Core Compounds and a maximum of *
ArQule Core Compounds for each Chemical Theme).
3. PAYMENT OF TECHNOLOGY ACCESS FEE. Abbott agrees to pay ArQule the amount
of * on or before December 31, 1997, which amount represents the * installment
of the technology access fee for the Initial Contract Extension Period which is
payable under Section 2.4(b) of the License Agreement. This Article shall
supersede Section 2.4(b) of the License Agreement.
4. MISCELLANEOUS.
4.1 GOVERNING LAW. This Amendment shall be governed in all respects by
the laws of the State of Illinois without giving effect to principles of
conflicts of law thereunder.
4.2 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, permitted assigns, heirs, executors, and administrators of
the parties hereto.
4.3 LICENSE AGREEMENT. Except as specifically provided herein, the
License Agreement as previously executed and amended by Amendments No. 1 and 2
shall remain in full force and effect.
*Confidential Treatment has been requested for the marked portion.
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4.4 COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one in the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 3
as of the date first written above.
XXXXXX LABORATORIES ARQULE, INC.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx, Ph.D. Xxxx X. Xxxxxx
Title: Vice President, President and Chief Executive
Pharmaceutical Research and Development Officer
