FIFTH AMENDMENT TO AGREEMENT
EXHIBIT
10.46
FIFTH AMENDMENT TO AGREEMENT
This Amendment to Agreement (the “Amendment”) is made and entered into effective as
of March 1, 2007 (the “Amendment Effective Date”), by and between SGX Pharmaceuticals, Inc.
(formerly known as Structural GenomiX, Inc.), a corporation organized and existing
under the laws of the State of Delaware and having its principal place of business located at 00000
Xxxxxxx Xxxxxx, Xxx Xxxxx, XX 00000 (“SGX”) and Xxx Xxxxx and Company., a corporation
organized and existing under the laws of the state of Indiana and having its principal place of
business at Lilly Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, (“Lilly”). Lilly and SGX may be
referred to herein as a “Party” or, collectively, as “Parties”.
Recitals
X. Xxxxx and SGX have entered into a Collaboration and License Agreement effective April 14,
2003, as amended July 1, 2003, January 30, 2004, November 11, 2004, and March 31, 2005 (the
“Agreement”), under which the Parties have agreed to conduct a collaborative research program.
B. The Parties desire to amend the terms of the Agreement as provided in this Amendment.
Now, Therefore, the Parties agree as follows:
1. Amendment of the Agreement
The Parties hereby agree to amend the terms of the Agreement as provided below, effective as
of the Amendment Effective Date. To the extent that the Agreement is explicitly amended by this
Amendment, the terms of the Amendment will control where the terms of the Agreement are contrary to
or conflict with the following provisions. Where the Agreement is not explicitly amended, the
terms of the Agreement will remain in force. Capitalized terms used in this Amendment that are not
defined herein shall have the same meanings as such terms are defined in the Agreement.
1.1 Amend Section 3.2(b). Section 3.2(b) of the Agreement is hereby deleted in its entirety.
1.2 Amend Section 3.9. Section 3.9(a) of the Agreement is hereby deleted in its entirety and
replaced with the following:
“From the Amendment Effective Date forward during the Term of the Research Collaboration, SGX
employees, consultants and agents involved in the Collaboration, may not use the Lilly San Diego
Facility, and the Platform and Licensed Technology installed at the Lilly San Diego Facility to do
work under this Agreement, unless given written permission by Lilly.”
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2. Miscellaneous
2.1 Full Force and Effect. This Amendment amends the terms of the Agreement and is deemed
incorporated into, and governed by all other terms of, the Agreement. The provisions of the
Agreement, as amended by this Amendment, remain in full force and effect.
2.2 Counterparts. This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.
In Witness Whereof, the Parties have executed this Amendment in duplicate originals
by their authorized officers as of the date and year first above written.
| Xxx Xxxxx and Company | ||||||
| By: | /s/ Xxxxxxx X. Xxxx | |||||
| Title: | Vice President, Discovery Research | |||||
| SGX Pharmaceuticals, Inc. | ||||||
| By: | /s/ Xxxx Xxxxx | |||||
| Title: | CFO | |||||
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