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[ * ] = C ERTAIN
CONFIDENTIAL INFORMATION
CONTAINED IN THIS
DOCUMENT , MARKED BY
BRACKETS , HAS BEEN
OMITTED AND FILED
SEPARATELY WITH THE S
ECURITIES AND E
XCHANGE C OMMISSION
PURSUANT TO R ULE 24
B -2 OF THE S
ECURITIES E XCHANGE A
CT OF 1934, AS
AMENDED .
E XHIBIT
10.1
FIRST AMENDMENT
TO
COLLABORATION
AGREEMENT
This First Amendment to the
Collaboration Agreement is effective as of June 5, 2007 (the
“First Amendment Effective Date”) between EXELIXIS,
INC., a Delaware corporation having its principal place of business
at 170 Harbor Way, P.O. Box 511, South San Francisco, California
94083-0511 USA (“Exelixis”) and DAIICHI SANKYO COMPANY
LIMITED, (formerly known as Sankyo Company, Limited), a Japanese
corporation having its principal place of business at 3-5-1
Nihonbashi-honcho, Chuo-ku, Tokyo 103-8426 Japan
(“Daiichi-Sankyo”).
WHEREAS , Exelixis and
Daiichi-Sankyo have entered into a Collaboration Agreement dated
March 20, 2006 (the “Collaboration Agreement”),
under which the parties initiated an exclusive collaboration to
characterize and optimize small molecule compounds that modulate
the Mineralocorticoid Receptor and to develop and commercialize
novel therapeutic and prophylactic products based on such
compounds; and
WHEREAS , Exelixis and
Daiichi-Sankyo wish to modify the terms of the existing
Collaboration Agreement in the manner set forth in this First
Amendment.
NOW, THEREFORE, in consideration of the
mutual promises set forth herein, the parties agree as
follows:
A. Amendment of the Collaboration
Agreement. The parties hereby agree to amend the terms of the
Collaboration Agreement as provided below, effective as of the
First Amendment Effective Date. To the extent that the
Collaboration Agreement is explicitly amended by this First
Amendment, the terms of this First Amendment will control where the
terms of the Collaboration Agreement are contrary to or conflict
with the following provisions. Where the Collaboration Agreement is
not explicitly amended, the terms of the Collaboration Agreement
will remain in full force and effect. Capitalized terms used in
this First Amendment that are not otherwise defined herein shall
have the same meanings as such terms have in the Collaboration
Agreement.
B. Amendment of
Section 1.22 of the Collaboration Agreement . The sentence
at Section 1.22 shall be deleted in its
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