Exhibit 10.27
***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.
January 18, 2005
Metabasis Therapeutics, Inc.
9390 Towne Centre Drive, Suite 300
San Diego, CA 92121
Re:
Exclusive License and Research
Collaboration Agreement dated as of December 23, 2003 (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. The Parties hereby confirm,
acknowledge and agree that (a) pursuant to Section 2.7.1
of the Collaboration Agreement, the Research Program Term has been
extended by Merck, with Metabasis’ concurrence, for an
additional one (1) year period beyond the Initial Research
Program Term; and (b) without limiting any other provision of
the Collaboration Agreement, such Extended Research Program Term
shall remain subject to Section 2.7.2.
Pursuant to this Letter, and in
furtherance of the requirements of Sections 2.3.2 and 2.7.1 of the
Collaboration Agreement, the Parties further confirm, acknowledge
and agree as follows:
1.
During the Extended Research Program
Term subject to this Letter, Metabasis shall dedicate [***] FTEs to
the Research Program to work directly on the Research Program, all
of which shall be funded by Merck in accordance with
Section 5.2 of the Collaboration Agreement and which shall
otherwise remain subject to Section 2.3 of the Collaboration
Agreement;
2.
The Research Plan has been modified
and is fully set forth in its entirety in its current form in
Exhibit A to this Letter (the
“Amended Research Plan” ) and the
original Schedule I to the Initial Research Plan
(as defined in that certain Letter Agreement executed between the
Parties on the Effective Date of the Collaboration Agreement) shall
be amended and
***Confidential Treatment Requested
1
restated in its entirety in its current form as
set forth in Schedule I to
Exhibit A to this Letter (and for the avoidance
of doubt, Schedules II, III, IV and
V to the Research Plan shall remain in the forms
attached to the Initial Research Plan);
3.
The definition of
“Collaboration Compound” set forth in Section 1.5
of the Agreement, is hereby amended and restated in its entirety as
follows: “ “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) [***] that [***]
incorporates HepDirect Technology; (b) [***] of a [***] that
[***] incorporates HepDirect Technology; and/or (c) [***] of a
[***] that does not [***] incorporate HepDirect
Technology.”;
4.
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; and/or
(b) any of the Designated Compounds.”;
5.
The definition of “Metabasis
Know-How” set forth in Section 1.41 of the Agreement, is
hereby amended and restated in its entirety as follows: “
“Metabasis Know-How” shall mean Know-How
directed to: (a) HepDirect Technology or [***] Technology
developed [***] prior to the Effective Date or [***] outside of the
course of the Research Program during the Re
