Exhibit 10.7.2
*** Confidential Treatment Requested.
Confidential portions of this document have been
redacted and have been separately filed with the
Commission.
AMENDMENT TO COLLABORATION AND
TECHNOLOGY TRANSFER AGREEMENT
This Amendment to Collaboration
and Technology Transfer Agreement (the “Collaboration
Amendment”) effective as of December 21, 2001 (the
“Amendment Effective Date”), is entered into by and
between Incyte Genomics, Inc., a Delaware corporation, with a place
of business at 3160 Porter Drive, Palo Alto, CA 94304
(“Incyte”) and Genomic Health, Inc., a Delaware
corporation, with a place of business at 301 Penobscot Drive,
Redwood City, CA 94063 (“GHI”).
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A.
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WHEREAS, the parties to this
Collaboration Amendment entered into that certain
“Collaboration and Technology Transfer Agreement”
executed on March 30, 2001 by Incyte and GHI (the
“Agreement”), pursuant to which the Parties were to
collaborate on research and development relating to Paraffin
Extraction Technology (as defined in the Agreement) and grant each
other certain rights and licenses on the terms set forth
therein.
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B.
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WHEREAS, the Parties wish to enter
into an amendment to the Agreement in order to terminate such
collaboration and amend the Agreement prior to terminating the
Agreement.
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NOW THEREFORE, for and in
consideration of the covenants, conditions, and undertakings
hereinafter set forth it is agree by and between the parties as
follows:
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1.
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All
capitalized terms not defined in this Collaboration Amendment shall
have the meanings given to them in the Agreement.
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2.
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Section 1.14 is amended in its
entirety to read as follows:
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“ Incyte Technology
” shall mean any protocols, training materials and computer
software listed in Exhibit A to this Agreement and associated
source code (specifically including the GEMtools client, Material
Manager, GEM Explorer, and Online Courier packages), in the form
use
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