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Exhibit 10.30
***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.
November 2, 2005
Metabasis Therapeutics, Inc.
11119 North Torrey Pines Road
La Jolla, CA 92037
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 [***] specifically listed under
[***] on Part A of Schedule I to the Research Plan; (b) any
of the Designated Compounds; and/or (c) any [***] and/or any [***] (in each
case provided that such [***] HepDirect Technology or [***] Technology), [***]
and/or [***] of the [***] 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 [***] that [***] incorporates HepDirect Technology; (c) any
[***] that does not [***] incorporate HepDirect Technology; and/or (d) any
[***] of the [***] Part A of Schedule I, whether or not they
incorporate HepDirect Technology or [***] Technology.”
3.
Schedule I Part A to the
Research Plan 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
