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Exhibit 10.14
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
AMENDMENT NO. 3 TO DEVELOPMENT, LICENSE
AND COMMERCIALIZATION AGREEMENT
This
Amendment No. 3 ("Amendment No. 3") to the Development, License
and
Commercialization Agreement is made and effective as of the 27th
day of February
2006 (the "Amendment Effective Date") by and among Idenix
Pharmaceuticals, Inc.,
with offices at 60 Hampshire Street, Cambridge, Massachusetts
02139, USA
("Idenix U.S."), Idenix (Cayman) Limited, with offices at c/o
Walkers SPV
Limited, Walker House, Mary Street, George Town, Grand Cayman,
Cayman Islands
(together with Idenix U.S., "Idenix"), and Novartis Pharma AG, with
offices at
Lichtstrasse 35, 4056 Basel, Switzerland ("Novartis").
INTRODUCTION
A.
Novartis and Idenix are parties to the Development, License and
Commercialization Agreement made as of May 8, 2003, as amended by
Amendment No.
1 dated as of April 30, 2004, and Amendment No. 2 dated as of
December 21, 2004
(as so amended, the "Development Agreement", and as amended hereby,
the
"Agreement").
B.
Novartis and Idenix desire to revise certain terms and conditions
of
the Development Agreement relating to the exercise of the Novartis
HCV Option
(this and all other capitalized terms used but not defined herein
shall have the
respective meanings assigned to such terms in the Development
Agreement).
NOW,
THEREFORE, for and in consideration of the mutual covenants
contained
herein, Idenix and Novartis hereby agree as follows:
1. The
following Definition shall be added to Article I of the
Development
Agreement:
"Due
Diligence Data". Due Diligence Data shall have the meaning
assigned
to it in Exhibit S.
2.
Sections 3.2(b) and 3.2(c) of the Development Agreement shall
be
deleted and replaced in their entirely by the following:
(b) Exercise. Without limitation to Idenix's obligations to
provide
Novartis
quarterly written reports pursuant to Section 4, or other
information as provided elsewhere in this Agreement, Idenix shall
deliver
to
Novartis: (i) the Due Diligence Data in the form prescribed in
Exhibit
S on
or
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before
February 10, 2006; and (ii) written notice confirming the
delivery
thereof by
Idenix to Novartis (the "Commencement Notice"). Within thirty
(30) days
after the date of the Commencement Notice (the date which is
thirty
(30) days after the date of the Commencement Notice, the
"Commencement Notice Due Date"), Novartis may exercise the Novartis
HCV
Option by
submitting a written notice to Idenix requesting the Novartis
HCV
License, together with payment of the fee payable by Novartis
pursuant
to item
(A) of Section 8.1(b) (such notice and fee together, the
"Novartis
HCV Option
Exercise Notice"). In addition to the Due Diligence Data,
subsequent
to the date of the Commencement Notice but before the
Commencement Notice Due Date, Idenix shall deliver to Novartis in
the form
prescribed
in Exhibit S any additional data derived from the studies
referred
to in Exhibit S that is reported to Idenix prior to the
Commencement Notice Date.
(c) Idenix Rights. So long as Idenix has provided Novartis with
the
Commencement Notice in accordance with paragraph (b) above, if
Novartis
has not
submitted to Idenix a Novartis HCV Option Exercise Notice on or
before the
Commencement Notice Due Date, then Idenix shall be thereafter
free,
without any further obligation to Novartis, to Develop and
Commercialize, in all areas of the world, the Initial HCV Drug
Candidate
and any
products of which the Initial HCV Drug Candidate constitutes a
part,
either alone or with Third Parties.
3. Section
4.7(b) of the Development Agreement shall be amended by adding
the following at the end thereof:
In
addition, Exhibit M sets forth certain matters regarding the
regulatory
and
clinical responsibilities of the Parties regarding Phase III
Clinical
Trials and
certain other matters relating to the Initial HCV Drug
Candidate,
which shall apply notwithstanding any provision of this
Agreement
to the contr
