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
