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EXHIBIT 10.18
Amendment No. 1
to the
Collaboration and License Agreement
between and among
SmithKline Xxxxxxx, PLC, SmithKline Xxxxxxx Corporation,
Incyte Pharmaceuticals, Inc.
and
diaDexus, LLC
This Amendment, made as of the _ day of February 1998, by and among
SmithKline Xxxxxxx Corporation, a Pennsylvania corporation with offices at Xxx
Xxxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, X.X.X; SmithKline Xxxxxxx plc,
an English corporation with its principal offices at Xxx Xxxxxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxxxx, XX0 0XX, Xxxxxxx; Incyte Pharmaceuticals, Inc., a Delaware
corporation with offices at 0000 Xxxxxx Xxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000; and
diaDexus, a Delaware limited liability company with offices at 0000 Xxxxxxxx
Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000;
WITNESSETH:
WHEREAS, Incyte, SB, and diaDexus, LLC entered into the
Collaboration and License Agreement dated 2 September 1997; and
WHEREAS, Incyte, SB, and diaDexus, LLC desire to amend such
Collaboration and License Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
1.0 DEFINITIONS
1.1 All initially capitalized words and phrases shall have the same meaning
as in the Collaboration and License Agreement.
2.0 AMENDMENT
2.1 The definition of "DiaDexus Affiliate" is deleted and substituted with
the following definition:
"diaDexus Affiliate": shall mean any corporation, firm, partnership, or
other legal entity, which is directly or indirectly owned by diaDexus to
the extent of which the common stock or other equity ownership thereof
is one hundred percent (100%) owned by diaDexus; provided however, that
where local laws require a minimum percentage of local ownership, the
status of
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diaDexus Affiliate will be established if diaDexus directly or
indirectly owns or controls one hundred percent (100%) of the maximum
ownership percentage that may, under such local laws, be owned or
controlled by foreign interests.
2.2 All occurrences of the word "DiaDexus" are replaced with word
"diaDexus".
2.3 The definition of "DiaDexus" is deleted and substituted with the
following definition:
"diaDexus": shall mean diaDexus, a Delaware limited liability company
with offices at 0000 Xxxxxxxx Xxxxx, Xxxxx Xxxxx XX; and any diaDexus
Affiliate(s) thereof to which any rights and/or obligations shall be
assigned and/or delegated pursuant to this Agreement.
2.4 The definition of "Incyte Affiliate" is deleted and substituted with
the following definition:
"Incyte Affiliate": shall mean any corporation, firm, partnership, or
other legal entity, which is directly or indirectly owned by Incyte to
the extent of which the common stock or other equity ownership thereof
is one hundred percent (100%) owned by Incyte; provided however, that
where local laws require a minimum percentage of local ownership, the
status of Incyte Affiliate will be established if Incyte directly or
indirectly owns or controls one hundred percent (100%) of the maximum
ownership percentage that may, under such local laws, be owned or
controlled by foreign interests.
2.5 Notices and deliveries to diaDexus pursuant to Paragraph 19.10 is
deleted and replaced with the following:
If to diaDexus, addressed to:
diaDexus, LLC
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
Vice President, Corporate Development and Assistant Secretary
Tel: (000)-000-0000
Fax: (000)-000-0000
Copy to: Xxxxxxxx Xxxxxxx, Vice President, General Counsel & Secretary
diaDexus, LLC
000 Xxxxxxxx Xxx.
Xxxxx, XX 00000
Tel: (000)-000-0000
Fax: (000)-000-0000
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3.0 EFFECT
3.1 The Collaboration and License Agreement is amended as provided herein as
of the date first written above in accordance with Paragraph 19.6
thereof.
3.2 All other terms and provisions of the Collaboration and License
Agreement shall be unaffected by this Amendment.
3.3 This Amendment may be executed in one or more counterparts, each of
which shall be an original and all of which shall constitute together
the same document.
IN WITNESS WHEREOF, the parties, through their authorized officers, have
executed this Agreement as of the date first written above.
SmithKline Xxxxxxx Corporation
By: /s/ XXXXXX X. XXXXXX
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SmithKline Xxxxxxx, plc
By: /s/ XXXXXX X. XXXXXX
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attorney-in-fact
Incyte Pharmaceuticals Inc.
By: /s/ XXXXXX XXXXX
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diaDexus, LLC
By: /s/ X. XXXXXXX
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