EXHIBIT 10.37
FIRST AMENDMENT
TO THE
RESEARCH AND DEVELOPMENT AGREEMENT
BETWEEN
SIDDCO, INC.
AND
NPS PHARMACEUTICALS, INC.
DATED SEPTEMBER 5, 1997
FIRST AMENDMENT
TO THE
RESEARCH & DEVELOPMENT AGREEMENT
BETWEEN
SIDDCO, INC.
AND
NPS PHARMACEUTICALS, INC.
This First Amendment (the "Amendment") is entered into effective this 5th
day of September, 1997, between Systems Integration Drug Discovery Company,
Inc., doing business as SIDDCO ("SIDDCO") and NPS Pharmaceuticals, Inc.,
("NPS").
R E C I T A L S
WHEREAS, SIDDCO and NPS have previously entered into a Research and
Development Agreement effective July 16, 1997 (the "Agreement); and
WHEREAS, the parties desire to amend the Agreement as provided herein;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Sections 4.3, 6.2.4, 6.3.3, 13.9 and 15.1 of the Agreement are hereby
amended in their entirety as follows:
4.3 Payment under this Article 4 shall be made in United States Dollars
directly to SIDDCO via Electronic Funds Transfer (EFT) pursuant to the
instructions set forth below or such other instructions provided by
SIDDCO to NPS in writing:
National Bank of Arizona
000 Xxxxx Xxxxxx Xxx
Xxxxxx, XX 00000
ABA Bank Routing Number 000000000
Account Name SIDDCO Inc.
Account Number 0026042508
6.2.4 A worldwide, royalty free, Consortium-Exclusive, perpetual license to
make, manufacture, synthesize and use, Combinatorial Libraries
synthesized using SIDDCO Combinatorial Chemistry Technology.
6.3.3 A royalty free, Consortium-Exclusive, perpetual license to synthesize
and use, Combinatorial Libraries synthesized using SIDDCO
Combinatorial Chemistry Technology.
13.9 SIDDCO and NPS shall adopt and use invention assignment agreements
providing substantially as follows:
13.9.1 SIDDCO shall have a written invention assignment agreement with
each of its employees and other representatives. Such agreement
shall provide that any invention, discovery, improvement or
other intellectual property relating to NPS Target Products
made by such employees or representatives in the course of
performing services for SIDDCO is assignable and is hereby
assigned to NPS. The Agreement shall further provide that any
discovery, improvement or other intellectual property
concerning SIDDCO Combinatorial Chemistry Technology shall be
assigned to SIDDCO.
13.9.2 NPS shall have a written invention assignment agreement with
each of its Visiting Bench Scientists, NPS Dedicated Project
Team Leaders and other representatives. Such agreement shall
provide that any invention, discovery, improvement or other
intellectual property arising in the course of performing
services under the collaboration and constituting SIDDCO
Combinatorial Chemistry Technology is assigned to SIDDCO.
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13.10 SIDDCO covenants that it will require all SIDDCO Consortium Partners
to enter into the same or substantially similar obligations with such
Partner's employees and other representatives requiring and
effectuating the assignment by them to SIDDCO of any invention,
discovery, improvement or other intellectual property constituting
Combinatorial Chemistry Technology.
15.1 Any notices required or permitted to be given to, or served upon,
either party hereto pursuant to this Agreement shall be sufficiently
given or served if sent to such party by registered air mail and (if
urgent) by facsimile, addressed to it at its address as set forth
below, or to such other address or call number as it shall designate
by written notice given to the other party:
To SIDDCO:SIDDCO, Inc.
0000 Xxxxx Xxxx Xxxx, Xxxx. 00
Xxxxxx, Xxxxxxx 00000
Attention: Executive Vice President, Business Development
With a copy to:
Xxxxx X. Xxxx, Attorney at Law
0000 Xxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxxxx 00000
To NPS:
NPS Pharmaceuticals, Inc.
000 Xxxxxxx Xxx
Xxxx Xxxx Xxxx, XX 00000
Attention: Vice President, Research
With a copy to:
NPS Pharmaceuticals, Inc.
000 Xxxxxxx Xxx
Xxxx Xxxx Xxxx, XX 00000
Attention: Office of General Counsel
2. Except as amended by this Amendment, the Agreement remains in full force
and effect pursuant to the terms thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed effective the day and year first above written.
SIDDCO, INC.NPS NPS PHARMACEUTICALS, INC.
/k/ Xxxxx Xxxxxxxxx /k/ Xxxxxx Xxxxxxx
By:__________________________________ By:__________________________________
Xxxxx Xxxxxxxxx, Ph.D. Xxxxxx Xxxxxxx, Ph.D.
Its: President and CEO Its: President and CEO
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