AMENDMENT NO. 1 TO RESEARCH FUNDING AND OPTION AGREEMENT
This Amendment No. 1 to Research Funding and Option Agreement
("Amendment") is effective March 1, 1998, and is an amendment to the Research
Funding and Option Agreement dated October 28, 1996 (the "Research Agreement")
by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public
benefit corporation ("Scripps") and ACUTE THERAPEUTICS, INC., a Delaware
corporation ("Optionee") with respect to the facts set forth below.
RECITALS
A. Optionee and Scripps are parties to that certain Research Funding
and Option Agreement dated October 28, 1996 (the "Research Agreement"), pursuant
to which Optionee is funding research activities conducted by Scripps relating
to synthetic pulmonary surfactants.
B. Optionee wishes to extend the term of the Research Agreement.
C. In order to provide Optionee with an extension of the term of said
Research Agreement, Scripps is willing to amend the Research Agreement as set
forth herein.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and conditions set forth herein, Scripps and Optionee agree as
follows:
1. Amendment of Research Agreement. The following Sections of the
Research Agreement are hereby amended to read as follows:
2.1 Conduct of Research Program. Scripps hereby agrees to conduct
the Research Program as expressly set forth on Exhibit A to this Amendment, as
amended from time to time in accordance with its terms, and subject to the
provisions of this Agreement.
2.4 Contributions of Parties to Research Program. Contributions in
the form of financial support, equipment, personnel, technology and other
necessary components for the conduct of the Research Program shall be made by
the parties in accordance with the terms set forth on Exhibit B attached to this
Amendment.
7.1 Term. Unless terminated sooner, the term of this Agreement shall
commence on the date set forth above and shall continue until February 28, 1999,
and thereafter, this Agreement shall be renewable for additional periods of one
(1) year each upon mutual agreement of the parties.
IN WITNESS WHEREOF, the parties have executed this Amendment by
their duly authorized representatives as of the Effective Date set forth above.
SCRIPPS: OPTIONEE:
THE SCRIPPS RESEARCH INSTITUTE ACUTE THERAPEUTICS, INC.
By:___________________________ By:_____________________________
Title:________________________ Title:__________________________
EXHIBIT A
A. Summary of Projects
1. Studies of the effect of pulmonary lavage with dilute surfactant on
the expansion of injured lungs and the improvement of pulmonary function.
2. Studies on the stabilization of expansion induced by surfactant and
the capacity of the inflammatory process to inhibit surfactant.
3. Studies on the capacity of surfactant to inhibit inflammation in the
lung.
4. [***]
5. [***]
6. [***]
B. Research Methods
1. Studies of the expansion of injured lungs and the improvement of
pulmonary function by lavage with dilute surfactant
[***]
2. Stabilization of expansion and the capaicty of the inflammatory
response to inhibit surfactant.
[***]
3. The capacity of surfactant to inhibit pulmonary inflammation.
[***]
[***] Confidential Treatment Requested. Omitted portions have been
filed separately with the Commission.
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EXHIBIT B
Efficacy of KL4-Surfactant in Models of Pulmonary Injury Budget
Personnel:
Total Salary Fringe
----- ------ ------
X.X. Xxxxxxxx, M.D., P.I. 26,500 6,625 33,125
S.D. Xxxxx 18,400 3,864 22,264
I.U. Schraufstatter, M.D. 20,000 4,200 24,200
X. Xxxxxxx 28,500 5,415 33,915
X. Xxxxxxxx, M.D., Ph.D. (Surgery) 15,000 2,850 17,850
------- ------ -------
108,400 22,954 131,354
Supplies:
[***]
Vivarium charges: animal care, anesthesiology
Chemicals, synthetic peptides, phospholipids, surgical supplies
Glassware, plasticware
Tissue culture supplies
EM
Photography
Equipment maintenance
Histology
85,218
Travel (Scientific meetings, including ATI Conferences)
12,000
DIRECT COSTS: 228,572
INDIRECT COSTS: (@ 75%, Negotiated Rate 10/9/97) 171,429
INSTITUTIONAL SUPPORT FOR RESEARCH (@ 15%) 60,000
TOTAL COSTS 460,001
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