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Exhibit
10.3
CV Therapeutics,
Inc.
requests that the marked
portions of the exhibit be granted confidential
treatment
under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.
AMENDMENT No. 1 TO
COLLABORATION AND LICENSE AGREEMENT
This first amendment
(“First Amendment”) to the Collaboration and License
Agreement is entered into as of the 12th day of June, 2007, by and
between CV Therapeutics, Inc. (“CVT”) and PTC
Therapeutics, Inc. (“PTC”), with reference to the
following facts and circumstances.
WHEREAS CVT and PTC are
parties to that certain Collaboration and License Agreement dated
as of June 7, 2006 (the “Agreement”);
WHEREAS, pursuant to
Section 3.4 of the Agreement, the Parties have approved in
writing [*] Additional Targets;
WHEREAS, the Parties desire
to modify certain terms of the Agreement with respect to these
Additional Targets, and also modify certain other terms, all as set
forth hereinbelow in this First Amendment.
NOW THEREFORE, in
consideration of the premises and mutual covenants contained in
this First Amendment, the Parties agree as follows:
1. Definitions. Except as
expressly set forth herein, all capitalized terms used herein and
not otherwise defined shall be as defined in the
Agreement.
2. Additional Targets.
Section 3.4 of the Agreement is amended to add the following
new subsections (c), (d), (e), (f), (g) and (h) as
follows:
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“(c) |
Until [*] (the “Election Date”), CVT shall have the
option to defer the commencement of all research and development
activity (including screening) under the Research Plan on one or
more or all of the Additional Targets (each, an “Additional
Target Deferral Option”) for up to [*] following the Election
Date (each, an “Additional Target Deferral Period”)
with respect to one or more or all of the Additional Targets. CVT
shall notify PTC in writing of its exercise of any Additional
Target Deferral Option on or before the Election Date. The
exclusivity provisions of Section 3.11 of the Agreement shall
continue to apply to all Additional Targets, including any
Additional Target as to which CVT has exercised any Additional
Target Deferral Option hereunder. |
| [*] |
Certain information on this page has been redacted and filed
separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the
omitted portions. |
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(d) |
In the event that any research and development activity under
the Research Plan has been conducted by either Party with respect
to an Additional Target prior to exercise by CVT of an Additional
Target Deferral Option with respect to such Additional Target in
accordance with Section 3.4(c), following CVT’s written
notification to PTC of CVT’s exercise of such Additional
Target Deferral Option, the Parties (acting through the JRC and
JMC) shall determine in writing the date by which all further
research and discovery activity for such Additional Target shall
cease. |
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(e) |
During any Additional Target Deferral Period, substitution of
Targets pursuant to Section 3.4(b) may only occur with respect
to the Initial Targets or any Additional Targets that remain active
(i.e. for which CVT has not exercised its Additional Target
Deferral Option). In addition, any substitute Target(s) must first
be drawn from those Additional Targets for which CVT has exercised
its Additional Target Deferral Option and which are, at the time of
the substitution, subject to an Additional Target Deferral
Period. |
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(f)
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With respect to any
Additional Target for which CVT has exercised an Additional Target
Deferral Option, CVT may elect to have research and development
activity (including screening) resume under a Research Plan to be
developed for the applicable Additional Target pursuant to
Section 3.1, by providing written notification to PCT that CVT
intends to resume research and development activity for such
Additional Target. If CVT provides any such notice to PTC after the
first (1 st
) anniversary of the
Election Date, then the provisions of Section 3.10 shall apply
except that CVT will be responsible for [*] Development Costs
incurred by or on behalf of either PTC or CVT for the applicable
Additional Target during all stages of the Research Collaboration
through Lead Identification.
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(g) |
Notwithstanding Section 3.11(a) of the Agreement,
following [*] of the Election Date, PTC may perform internal
research and discovery efforts pertaining to any Additional Target
for which CVT has exercised an Additional Target Deferral Option
and which remains subject to an Additional Target Deferral Period.
In addition, following [*] of the Election Date, should PTC receive
an unsolicited inquiry from a Third Party with respect to a
research and discove |
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