Exhibit 10.5.2
AMENDMENT TO THE LIFESEQ COLLABORATIVE
AGREEMENT
This Amendment to the LifeSeq
Collaborative Agreement (the “LifeSeq 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”).
A. WHEREAS, the parties to this
LifeSeq Amendment entered into that certain “LifeSeq
Collaborative Agreement” executed on March 30, 2001 by
Incyte and GHI (the “Agreement”), pursuant to which
Incyte granted certain licenses to GHI in certain fields
therein.
B. WHEREAS, the parties wish to
enter into an amendment to the Agreement in order to amend certain
definitions defined, and rights granted, therein.
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 LifeSeq Amendment shall have
the meanings given to them in the Agreement.
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2.
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Article 1.0 “Research
Field of Use” is amended in its entirety to read as
follows:
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“ Research Field of
Use” or “Internal Research Field of Use” :
shall mean (a) research, development, manufacture, use, importation
and/or sale of Research Products; and (b) all internal
research applications of Gene/Gene Derivative(s), associated with
conducting research in the Antisense Field of Use, the Therapeutic
Field of Use and research in the identification, development and
commercialization of Drug Products. The Research Field of Use
excludes the Diagnostic Field of Use, the Homebrew Field of Use,
the Personalized Research Field of Use, and the GHI Database Field
of Use.
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3.
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Article 1.0 “Research
Products” is amended in its entirety to read as
follows:
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“ Research Product(s)
”: shall mean all internal research applications of Gene/Gene
Derivative(s), associated with conducting research in the Antisense
Field of Use, the Therapeutic Field of Use and in the
identification, development and commercialization of Drug Products,
Antisense Product(s) and Therapeutic Protein Product(s). Research
Product(s) exclude Diagnostic Product(s), Personalized Research
Product(s), Homebrew Product(s) and GHI Database
Product(s).
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