Exhibit 10.35
Wyeth Research L Xxxxxxx Xxxx, Ph.D.
PO. Xxx 0000 Xxxxxxxxx
Xxxxxxxxxxxx. XX 00000-0000 000 065 5870 tel
000 000 0000 fax
Wyeth
May 29, 2002
Xxxxxx xx Xxxxx
President and Chief Executive Officer
ViroPharma Incorporated
000 Xxxxxxxxx Xxxxxxxxx
Xxxxx, XX 00000
RE: Extension of Screening Phase
Dear Michel:
As you are aware, Section 4.3 of the Collaboration and License
Agreement (the "Agreement") dated December 9,1999, by and between
ViroPharma Incorporated, (hereinafter, "ViroPharma") and Wyeth
(formerly, "American Home Products Corporation") acting through its
Wyeth Pharmaceuticals Division (formerly, its "WyethAyerst Laboratories
Division") (hereinafter, "Wyeth"), contemplates that the parties may
agree to extend the Screening Phase of the Research Program by one (1)
additional year.
Notwithstanding the one (1) year limitation set forth in
Section 4.3 of the Agreement, this letter serves to represent the
agreement of ViroPharma and Wyeth to extend the Screening Phase of the
Research Program under the Agreement by a period of two (2) years
following the expiration of the Initial Term of the Screening Phase,
such that the Screening Phase will now expire on the fifth (5th)
anniversary of the Effective Date of the Agreement. Such extension
shall be under the same terms and conditions as have been applicable to
the Initial Term of the Screening Phase provided, however, that the
date on which a Party may first exercise its right of Termination for
Convenience pursuant to Section 11.5 of the Agreement shall be
extended for one (1) year, rather than two (2) years, as a result of
this two-year extension of the Screening Phase, and Section 11.5.1 is
hereby amended to read as follows:
"11.5.1 Right to Terminate. After the first anniversary of the
expiration of the Initial Term of the Screening Phase, either
Party may terminate this Agreement upon one hundred eighty
(180) days prior written notice to the
Xxxxxx xx Xxxxx
ViroPharma Incorporated
May 29, 2002
Page 2 of 2
other Party (a "Termination for Convenience")."
All capitalized terms used in this letter that are not defined
in this letter shall have the meanings ascribed to them in the
Agreement. Except as expressly modified hereby, all provisions of the
Agreement shall not be affected hereby and shall remain in full force
and effect. In particular, I wish to point out that, in accordance with
Sections 9.5 of the Agreement, no public announcement of the matters
agreed to in this letter agreement may be made by either Party without
the other Party's prior written approval and that any announcements to
be made as provided in Section 9.3 still require review of each of the
Parties. If ViroPharma wishes to make any such announcement, please
submit it to Wyeth for review and approval as soon as possible so as to
allow for sufficient opportunity to have it submitted through our
approval process.
Please indicate your acceptance of and agreement to the terms
and conditions set forth above by signing the enclosed duplicate
original of this letter agreement and returning it to me.
Regards,
/s/ L. Xxxxxxx Xxxx, Ph.D.
cc: X. Xxxx
X. Xxx
AJC
ACKNOWLEDGED, ACCEPTED AND AGREED
VIROPHARMA INCORPORATED
By: /s/ Xxxxxx xx Xxxxx
Xxxxxx xx Xxxxx
President and Chief Executive Officer
Date: June 6, 2002
