Exhibit - 10.54
[***] CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
FIRST AMENDMENT
TO
COLLABORATION AND FACILITIES AGREEMENT
This FIRST
AMENDMENT (“ First Amendment ”) is hereby
entered into as of March 24, 2005 (the “ First
Amendment Effective Date ”), by and between Portola
Pharmaceuticals, Inc. (“ Portola ”) and
Cytokinetics, Inc. (“ Cytokinetics ”)
(collectively, the “ Parties ”). Terms used in
this First Amendment and not otherwise defined herein shall have
the meanings given to them in the Agreement (as defined
below).
RECITALS
A. Portola
and Cytokinetics are parties to the Collaboration and Facilities
Agreement dated August 19, 2004 (the “ Agreement
”).
B. The
Parties wish to extend the Term of the Agreement and amend certain
terms and conditions of the Agreement.
AGREEMENT
NOW, THEREFORE, the Parties agree as follows:
|
|
1.
|
Section 1(oo). The following
shall be added as Section 1(oo) of the Agreement:
|
|
|
|
|
|
““ Equipment
” means an [***] ([***]) [***] model number
[***].”
|
|
|
|
|
|
|
2.
|
Purchase and Use of
Equipment .
Portola has purchased at its sole cost, without reimbursement by
Cytokinetics or inclusion in License Fees (subject to Section 4(d)
below), the Equipment. The Equipment shall be installed at the
Master Premises within forty-five (45) days of the First
Amendment Effective Date and remain at the Master Premises during
the Term. During the Term, Portola shall maintain in good working
condition, insure and promptly replace following a casualty the
Equipment. Portola hereby grants to Cytokinetics, subject to the
terms and conditions of the Agreement, the non-exclusive right to
have the Equipment used by Portola Personnel on behalf of
Cytokinetics at the Master Premises for the performance of the
Collaboration. The Equipment shall be available for use by Portola
on behalf of Cytokinetics at least [***] percent ([***]%) of the
business days during the period beginning on the date that the
Equipment is installed at the Master Premises and ending on the
expiration or termination of the Term (“ Availability
Period ”). Except for such non-exclusive right by
Cytokinetics, Portola shall own all right, title and interest in
and to the Equipment.
|
|
|
|
|
|
|
3.
|
Section 4(d)
. The following shall be
added as Section 4(d) of the Agreement:
|
|
|
|
|
|
|
|
“ (d) Payment for Use
of Equipment and Other Activities .
(i) In consideration for use of the Equipment by Portola
Personnel as part of the Collaboration during the Term, and in
consideration for Portola’s other activities under the
Agreement, Cytokinetics agrees to pay Portola a total of [***]
dollars ($[***]) (“ Equipment Use Fee ”),
payable (with no interest) in [***] ([***]) equal [***]
installments of [***] ($[***]) (“ Installment Payments
”), with the initial [***] installment payable on
January 15, 2006 and the final [***] installment payable on
October 15, 2007 (“ Payment Period
”).
|
|
|
|
|
|
|
|
(ii) In the event that the
Agreement is terminated prior to December 31, 2005:
(A) for any reason by Portola pursuant to Section 14(d),
(B) pursuant to Sections 14(a), 14(b) or 14(e), or
(C) by Cytokinetics pursuant to Section 14(c), the
Equipment Use Fee (and correspondingly the Installment Payments)
shall be pro-rated to reflect the number of months in 2005 during
which the Collaboration was performed prior to the effective date
of such termination. By way of example, if the Agreement is
terminated by Portola in July of 2005, Cytokinetics would only be
obligated to pay one half (1/2) of the Equipment Use Fee, and the
[***]
|
|
|
|
|
|
|
|
*** Certain information on this
page has been omitted and
|
|
