[Incyte Company
Logo]
Exhibit 10.5.3
*** Confidential Treatment Requested.
Confidential portions of this document have been redacted
and have been separately filed with the Commission.
July 19, 2002
Genomic Health, Inc.
301 Penobscot Drive
Redwood City, CA 94063
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Randy
Scott
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Chief Executive
Officer
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Re: Collaborative Agreement
between Genomic Health, Inc. (“ GHI ”) and
Incyte Genomics, Inc. (“ Incyte ”)
Dear Randy:
On
March 30, 2001, GHI and Incyte entered into a Collaborative
Agreement (the “ Original Agreement ”); and on
December 21, 2001, GHI and Incyte amended the Original
Agreement.
This letter
amendment (“ Second Amendment ”) when signed on
behalf of GHI as of the date hereof shall further amend the terms
of the Original Agreement.
Except as
expressly set forth in this Second Amendment all capitalized terms
used herein shall have the meanings set forth in the Original
Agreement.
THEREFORE, GHI and
Incyte agree to amend Section 4.1 of the Original Agreement as
set forth below.
1. Deferral
As
further set forth in the schedule attached hereto as
Exhibit A, GHI shall defer payment of *** Dollars (US
$***) of the *** Dollars (US $***) in Access Fee(s) due Incyte
during the 2002 calendar year per Section 4.1. Such deferred
amount shall be deferred by GHI on a quarterly basis; accordingly,
subject to the terms set forth below, GHI shall pay Incyte ***
Dollars (US $***) less per quarter than originally owed
Incyte in 2002 under the Original Agreement.
2. Interest
The
deferred *** Dollars (US $***) shall accrue interest at a fixed
rate of *** percent (***%), which equals a tota
