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EXHIBIT 10.56
Confidential Materials Omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
PROMETHEUS
LABORATORIES INC.
5739 PACIFIC CENTER BLVD.
SAN DIEGO, CA 92121-4203
May 15, 2003
Genaissance Pharmaceuticals, Inc.
Five Science Park
New Haven, CT 06511
Attention Kevin L Rakin, President and
Chief Executive Officer
Ladies and Gentlemen:
Reference is made to that certain
Sublicense Agreement between DNA Sciences,
Inc. ("DNA SCIENCES") and Prometheus
Laboratories Inc. ("PROMETHEUS") dated as
of August 16, 2001 (the "AGREEMENT").
Genaissance Pharmaceuticals, Inc.
("GENAISSANCE") has succeeded to the rights
and obligations of DNA Sciences with
respect to the Agreement as a result of the
assignment of the rights and
obligations of DNA Sciences to Genaissance
pursuant to the Chapter 11 Bankruptcy
Case of DNA Sciences now pending in the
United States Bankruptcy Court, Northern
District of California, Oakland Division
(Case No. 03-41843 N11) (the
"BANKRUPTCY CASE"). Capitalized terms used
but not defined herein shall have the
meanings assigned to them in the Agreement
except to the extent inconsistent
with this Amendment.
This binding letter agreement (the
"AMENDMENT") will confirm our understanding
regarding the amendment of the Agreement.
Genaissance and Prometheus hereby
agree as follows:
1. For purposes of the Agreement, as
amended by this Amendment, the term "MASTER
LICENSE" shall mean that certain License
and Option Agreement between St. Jude
Children's Research Hospital, a Tennessee
corporation, as licensor, and PPGx,
Inc., as licensee, made as of February 29,
2000. DNA Sciences succeeded to the
rights and obligations of PPGx, Inc. under
the Master License by assignment from
PPGx, Inc. Genaissance has succeeded to the
rights and obligations of DNA
Sciences with respect to the Master License
as a result of the assignment of the
rights and obligations of DNA Sciences to
Genaissance pursuant to the Bankruptcy
Case.
2. Effective as of the date first set forth
at the top of this page (the
"AMENDMENT DATE"), except as otherwise
provided below, the Agreement is amended
to grant and license to Prometheus on an
exclusive basis each and every right of
Genaissance under the Master License with
respect to the Patent Rights, the
Patent Materials and the Related
Technologies, as those terms are defined in the
Master License, as fully and completely as
if the related terms and conditions
of the Master License were set forth in
full in the Agreement. The exclusive
nature of this license means that, except
as set forth in this Amendment or as
required by the Master License, neither
Genaissance nor any other person other
than Prometheus and its sublicensees and
assignees may exercise such rights. If
requested by Prometheus after the Amendment
Date, Genaissance and Prometheus
shall enter into a revised
