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September 23, 1996
BY FACSIMILE - 011 46 18 166301 & FED EX
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Xx. Xxx Xxxxxxxx
General Counsel
Pharmacia Biotech AB
Xxxxxxxxxx 00
X-000 00 Xxxxxxx, Xxxxxx
Re: Second Amendment to Option Agreement and Research Agreement
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Dear Xx. Xxxxxxxx:
Reference is hereby made to the Option Agreement (the "Option Agreement")
and the Research and Development Agreement (the "Research Agreement"), each
effective as of March 10, 1995, and each as amended by that certain letter
agreement dated as of February 13, 1996 ("Amendment No. 1"), by and between
ArQule, Inc. ("ArQule") and Pharmacia Biotech AB ("Pharmacia"). In consideration
of the mutual covenants and agreements hereinafter set forth and other valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
undersigned hereby acknowledge and agree as follows:
A. In accordance with Section 2.2.1 of the Option Agreement, Pharmacia
hereby confirms to ArQule that it has elected to extend the Option Period of its
Option Rights for Subfield I (as such capitalized terms are defined in the
Option Agreement) through April 1, 1997 in accordance with Section 2.2.1(a) of
the Option Agreement.
1. The Project Plan is hereby amended by replacing the Research Project
(as such capitalized terms are defined in the Research Agreement) entitled
"Research Plan for the Second Ligand Design Project" attached to Amendment No. 1
with the Research Project entitled "Research Plan for the Third Ligand Design
Project", a copy of which is attached hereto (as so amended, the "Amended
Research Project"), for the period commencing on October 1, 1996 and continuing
until April 1, 1997. The parties agree that the Amended Research Project has
been approved by the Research Committee, as required under Section 2.2 of the
Research Agreement.
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Xx. Xxx Xxxxxxxx
September 23, 1996
Page 2
2. In consideration of the research to be conducted by ArQule as provided
in the Amended Research Project, Pharmacia hereby agrees to pay ArQule $**,
payable on or before October 1, 1996.
Except as otherwise expressly amended by this letter agreement, each of the
terms conditions and provisions of the Option Agreement and the Research
Agreement, as heretofore amended by Amendment No. 1, shall remain in full force
and effect. This letter agreement may be signed in one or more counterparts,
each of which when taken together shall constitute one and the same instrument.
Very truly yours,
ARQULE, INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
President and
Chief Executive Officer
Agreed to and Accepted
this twenty-fifth day of September 1996
PHARMACIA BIOTECH AB
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: President and CEO
**Confidential treatment has been requested for the marked portion.
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Research Plan for the Third "Ligand Design" Project
Research Plan for the Third
"Ligand Design" Project
AN ARQULE/PHARMACIA BIOTECH COOPERATION
Effective date for this project will be 1 of October 1996 - 1 of April 1997
CONTENTS
1. DESCRIPTION OF THE CURRENT PROJECT
1.1 Object of the project
1.2 Organization
1.2.1 Project Leaders and Reference Groups
1.2.2 Project Resources
1.3 Project Presentations
1.3.1 Synthesis
1.3.2 Analysis
1.3.3 Structural Biology/Modeling
1.3.4 Screening
1.3.5 Intellectual Property
1.3.6 Publication
2. MILESTONES
3. PROPERTIES
4. TIME PLAN
* *
**Confidential treatment has been requested for the marked portion.
