AMENDMENT NO. 1 TO COLLABORATION AGREEMENT BETWEEN TULARIK INC. AND KNOLL AG

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EXHIBIT 10.34

AMENDMENT NO. 1 TO COLLABORATION AGREEMENT
BETWEEN TULARIK INC. AND XXXXX XX

THIS AMENDMENT NO. 1 (this "Amendment") to the Collaboration Agreement dated as of November 1, 1998 (the "Agreement") by and between Xxxxx XX, a German corporation, having offices at Xxxxxxxxxxxx, 00000 Xxxxxxxxxxxx, Xxxxxxx ("Xxxxx"), and Tularik Inc., a Delaware corporation having offices at Xxx Xxxxxxxxx Xxxxx, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 ("Tularik"), is entered into as of August 15, 2000. Xxxxx and Tularik may be referred to herein as a "Party" or, collectively, as "Parties".

WHEREAS, the Parties previously entered into the Agreement, which provided for a collaboration between Xxxxx and Tularik to identify proprietary compounds for development into Program Products;

WHEREAS, the Parties desire to modify the Agreement to amend the notice period necessary to terminate the Agreement;

WHEREAS, in order to accomplish the foregoing, the Parties have agreed to amend the Agreement in part;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements expressed herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, Tularik and Xxxxx hereby agree as follows:

1. Section 15.1 of the Agreement is hereby amended by deleting the first sentence and replacing it with the following:

The Collaboration Program shall be performed during the five year period following the Effective Date (the "Collaboration Program Term"); provided, however, that Xxxxx may terminate the Collaboration Program on: (i) October 31, 2001, provided that Tularik receives written notice of such termination from Xxxxx prior to January 1, 2001; or (ii) October 31, 2002, provided that Tularik receives written notice of such termination from Xxxxx prior to November 1, 2001.

2. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

3. Except as expressly modified by this Amendment, all of the terms and conditions of the Agreement shall remain in full force and effect.

4. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall be considered one and the same instrument.

IN WITNESS WHEREOF, the parties have executed, or caused their duly authorized officer or representative to execute, this Amendment as of August 15, 2000.

TULARIK INC.
By:		/s/ XXXXX X. XXXXXXX
Name: Xxxxx X. Xxxxxxx, Ph.D. Title: Chief Executive Officer
XXXXX XX
By:		/s/ XX. XXXXXXXXX FRELER
Name: Xx. Xxxxxxxxx Freler Title: General Counsel Legal and Taxes