EXHIBIT 10.50
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED
UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF
THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED
WITH THE COMMISSION
FIRST SIDE AGREEMENT
This First Side Agreement (“First Side
Agreement”), effective as of the 1st day of November, 2001
(“First Side Agreement Effective Date”), is by and
between EPOCH BIOSCIENCES, INC., having a principal place of
business at 21720 23 rd Road SE, Bothell, Washington 98021
(“Epoch”), and PE CORPORATION (NY), through its Applied
Biosystems Group, having a principal place of business at 850
Lincoln Centre Drive, Foster City, California 94404
(“ABG”).
BACKGROUND
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A.
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The Parties
have entered into a Second Amended And Restated Collaboration,
License and Supply Agreement dated August 17, 2000
(“Collaboration Agreement”).
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B.
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The Parties
wish to modify their contractual relations in order to facilitate
the more effective and efficient commercialization of MGB
Oligonucleotide technology.
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NOW, THEREFORE, in consideration of the
foregoing premises and the mutual promises and covenants contained
herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties,
intending to be legally bound, do hereby agree as
follows:
AGREEMENT
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1.1
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Definitions.
Any words with initial capitalization that are used in this First
Side Agreement that are not otherwise defined in this First Side
Agreement will have the meanings set forth in the Collaboration
Agreement.
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1.2
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“Quarter” means a three month period
beginning on the first day of January, April, July or
October.
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2.
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ABG’s
Obligation To Purchase Bare Probes From Epoch
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2.1
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During The
Period Beginning October 1, 2001 And Ending December 31,
2002 . Notwithstanding
anything to the contrary in Section 6.02 or 6.04 of the
Collaboration Agreement, or any other terms of the Collaboration
Agreement, during the period beginning on October 1, 2001 and
ending December 31, 2002, for each Quarter within that period, ABG
will either (1) purchase [*] Bare Probes from Epoch at a price of
$[*] per Bare Probe, or (2) purchase a number of Bare Probes less
than [*] Bare Probes from Epoch at a price of $[*] per Bare Probe
and pay Epoch a payment in the amount of ([*] – X)*$[*],
where X is the number of Bare Probes less than [*] Bare Probes
purchased from Epoch (“Remainder Payment”). Any
Remainder Payment owed to Epoch will be paid to Epoch prior to the
end of the Quarter in which the Remainder Payment accrues. The
following hypothetical example is provided to clarify the above
provision, and will not be considered a right or obligation to
either Party under this First Side Agreement:
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If, in any
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