Collaboration AgreementCollaboration Agreement |
|
|
You are currently viewing: This Collaboration Agreement involves
METABASIS THERAPEUTICS INC | Merck & Co., Inc. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Collaboration Agreement by:
Exhibit 10.29
***Text Omitted and Filed Separately
with the Securities and Exchange Commission.
Confidential Treatment Requested
Under 17 C.F.R. Sections 200.80(b)(4)
and 240.24b-2.
August 29, 2005
Metabasis Therapeutics, Inc.
9390 Towne Centre Drive, Suite 300
San Diego, CA 92121
Re: Exclusive License and Research Collaboration Agreement
dated as of December 23, 2003, as amended prior to the date hereof (as so
amended. the “Collaboration Agreement”) between Merck & Co.,
Inc. (“Merck”) and Metabasis Therapeutics, Inc.
(“Metabasis”)
Ladies and Gentlemen:
This
Letter (this “Letter”) will confirm the understanding
of Merck and Metabasis regarding certain matters relating to the Collaboration
Agreement and is intended to be legally binding on both parties. Capitalized
terms used but not otherwise defined in this Letter shall have the meanings
provided in the Collaboration Agreement. Pursuant to this Letter the Parties
hereby agree to amend the Agreement as follows:
1.
The definition of “Merck HCV
Compound” set forth in Section 1.35 of the Agreement, is hereby amended
and restated in its entirety as follows: ““Merck HCV
Compound” shall mean (a) any of the [***] on Part A of Schedule I
to the Research Plan; (b) any of the Designated Compounds; and/or (c) any [***]
and/or any [***] HepDirect Technology or [***] Technology), [***] of the [***]
listed under [***] on Part A of Schedule I.”
2.
The definition of
“Collaboration Compound” set forth in Section 1.5 of the Agreement
is hereby amended and restated in its entirety: “Collaboration
Compound” shall mean a chemical entity that is synthesized solely by
a Party or jointly by the Parties prior to or in the course of the Research
Program, or prior to the [***] of the expiration or termination of the Research
Program Term, that is (a) any [***] that [***] incorporates HepDirect
Technology; (b) any [***] of a [***] that [***] incorporates HepDirect
Technology; (c) any [***] that does not [***] incorporate HepDirect Technology;
and/or (d) any [***] listed under numbers [***] on Part A of Schedule
I, whether or not they incorporate HepDirect Technology or [***]
Technology.”
3.
Schedule I Part A is hereby
amended to list Merck HCV Compound [***] having the following structural
formula:
***Confidential Treatment Requested
1
[***]
[***]
4.
The Research Plan has been modified
and is fully set forth in its entirety in its current form in Exhibit A
to this Letter; (provided that Schedules II, III, IV and
V to the Research Plan shall remain in the forms in effect immediately
prior to the effective date of this Letter Agreement;
5.
Metabasis acknowledges and agrees
that Merck’s representation and warranty under Section 6.2(c) of the
Agreement extends only to “Merck HCV Compounds” as defined in the
Agreement as it existed on the Effective Date;
6. This Letter shall become effective as of the date first written above. Except as amended by this Letter, together with the Schedules and Exhibits attached hereto, the terms and conditions of the Collaboration Agreement shall remain in full force and effect in all other respects, unless further amended by written agreement in accordance with Section 11.7 of the Collaboration Agreement. On and after the effectiveness of this Letter, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof
