Exhibit 10.66
[ * ] = 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.
A MENDMENT N O . 1 TO THE C OLLABORATION A GREEMENT
BETWEEN
E XELIXIS , I NC ., AND B RISTOL -M YERS S QUIBB C OMPANY
T HIS A MENDMENT N O . 1 (“ Amendment No. 1 ”) to
the Agreement (defined below) is effective on December 17,
2008 (the “ Amendment No. 1 Effective Date
”) by and between Exelixis, Inc. , a Delaware
corporation located at 170 Harbor Way, P.O. Box 511, South San
Francisco, California 94083-0511 (“ Exelixis ”)
and Bristol-Myers Squibb Company , a Delaware corporation
headquartered at 345 Park Avenue, New York, New York 10154 (“
BMS ”). Exelixis and BMS may be referred to
individually as a “ Party ” and collectively as
the “ Parties ”.
W HEREAS , Exelixis and BMS entered into that certain
Collaboration Agreement executed as of December 11, 2008 (the
“ Agreement ”) for the purposes of applying
Exelixis technology and expertise to the development and
commercialization of novel therapeutic and prophylactic products,
including XL184 and XL281; and
W HEREAS , the
Parties desire to amend the Agreement to amend the definition of
“Effective Date” and to clarify the treatment of
possible regulatory filings as set forth below.
N OW ,
T HEREFORE
, in consideration of the premises
and mutual covenants herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto agree as
follows:
A GREEMENT
|
1.
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A
MENDMENT
OF THE A GREEMENT
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The Parties hereby agree to amend
the terms of the Agreement as provided below, effective as of the
Amendment No. 1 Effective Date. To the extent that the
Agreement is explicitly amended by this Amendment No. 1, the
terms of this Amendment No. 1 will control where the terms of
the Agreement are contrary to or conflict with the following
provision. Where the Agreement is not explicitly amended, the terms
of the Agreement will remain in full force and effect. Capitalized
terms used in this Amendment No. 1 that are not otherwise
defined herein shall have the same meanings as such terms have in
the Agreement.
1.1 Amendment of
Section 13.6. The
Parties agree to delete Section 13.6 of the Agreement in its
entirety and replace it with the following:
“13.6 Effective Date; HSR
Act Filing.
(a) Effective Date.
The Parties agree that the effective
date of this Agreement is December 18, 2008 (the “
Effective Date ”).
[ * ] = 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.
(b) Effect of HSR Act Filing on
Rights & Obligations. If the exercise by BMS of any of its rights
under the Agreement, or the
