[ * ] = CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
AMENDMENT #3 TO THE AMENDED AND
RESTATED RESEARCH,
DEVELOPMENT AND MARKETING COLLABORATION AGREEMENT
ONYX PHARMACEUTICALS,
INC.
and
WARNER-LAMBERT COMPANY
This Amendment
#3 to the Amended and
Restated Research, Development and Marketing Collaboration
Agreement dated as of
May 2, 1995 ( “Third Amendment” ) is made
and entered into on August 6, 2001 (the “Amendment
Date” ), by and between Onyx Pharmaceuticals, Inc. ,
a Delaware corporation having its principal place of business at
3031 Research Drive, Richmond, California 94806 (
“Onyx” ), and the Warner-Lambert Company, a
Delaware corporation and a wholly-owned subsidiary of Pfizer Inc,
having a place of business at 2800 Plymouth Road, Ann Arbor, MI
48105 (“Warner”) .
Whereas, Onyx and Warner
entered into an Amended and Restated Research, Development and
Marketing Collaboration Agreement dated May 2, 1995
(“Agreement”); and
Whereas , the parties subsequently
amended the Agreement on December 15, 1997 and March 1,
2000; and
Whereas , the parties wish to
further amend some of the terms and conditions under which they
will proceed with the collaboration as a result of the acquisition
by Pfizer Inc. (“Pfizer”) of Warner;
Now therefore, in
consideration of the foregoing and other good and valuable
consideration, the parties hereby agree as follows:
1. Except as expressly provided herein, defined
terms will have the meanings set forth in the Agreement.
2. The definition of Field in Article 1 of the
Agreement is deleted and replaced in its entirety with the
following:
“Field shall
mean research, drug discovery and development collaboration aimed
at [ * ] .
[ * ] = CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
The Collaboration
will seek to identify agents that modulate biological targets
within the Field.
The Field will
consist of [ * ] cdk4, [ * ]
.
For the avoidance
of doubt intellectual property, including patents, developed by
Pfizer against targets in the Field prior to and subsequent to the
acquisition of Warner including, but not limited to, compounds,
assays, cell lines, reagents, clinical data, etc., shall be
contributed to the Collaboration; provided, however, that there
will be no obligation to contribute intellectual property regarding
targets outside the Field.”
3. The following definitions are deleted from the
Agreement:
“Generation
1 Collaboration Compounds” and “Generation 2
Collaboration Compounds”
4. Article 2.0 is amended. The following
sentence is added to Section 2.1:
“Warner will
provide Onyx with a list of all Collaboration Compounds within
sixty (60) days after the end of the Term of the Research
Collaboration and a list of all Collaboration Compounds within
sixty (60) days after the one (1) year anniversary of the
Term of the Research Collaboration. The Research Management
Committee may elect to meet to discuss these
lists.”
5. Section 9.3 (Generation 2 Collaboration
Products) is deleted from the Agreement.
6. Section 2.4 is deleted from the Agreement
and Article 6.0 (Licenses and Royalties) is amended as
follows:
A.
New Sections 6.3 and 6.4 are added
and inserted after Section 6.2:
“6.3
(a) Grant of Research Licenses within the Field. Onyx and
Warner each grant to the other a nonexclusive, irrevocable,
worldwide, royalty-free, perpetual license, including the right to
grant sub-licenses to Affiliates, to make and use the other’s
Confidential Information, Know-How and Patents for all
resear
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