Exhibit 10.3
[ * ] = 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 . 2 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 . 2 (“ Amendment No. 2 ”) to
the Agreement (defined below) is effective as of October 1,
2009 (the “ Amendment No. 2 Effective Date
”) by and between Exelixis, Inc. , a Delaware
corporation having an address at 170 Harbor Way, P.O. Box 511,
South San Francisco, California 94083-0511 (“ Exelixis
”) and Bristol-Myers Squibb Company , a Delaware
corporation having an address 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 15, 2006, and
as amended to be effective on January 11, 2007 (the
Collaboration Agreement, as amended, the “ Agreement
”), for the purposes of applying Exelixis’ technology
and expertise to the discovery, lead optimization and
characterization of small molecule compounds that directly bind and
modulate certain oncology targets, with a goal of filing
Investigational New Drug applications for such small molecule
compounds, and to provide for the development and commercialization
of novel therapeutic and prophylactic products based on such
compounds; and
W HEREAS , the
Parties desire to amend the Agreement to clarify the exclusivity of
antagonists of the target known as [ * ] ([ * ]), 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:
1. A MENDMENT OF THE A GREEMENT
The Parties hereby agree to amend
the terms of the Agreement as provided below, effective as of the
Amendment No. 2 Effective Date. To the extent that the
Agreement is explicitly amended by this Amendment No. 2, the
terms of this Amendment No. 2 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
