E XHIBIT 10.54
[ * ] = C ERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT , MARKED BY BRACKETS , HAS BEEN OMITTED AND FILED SEPARATELY WITH THE S ECURITIES AND E XCHANGE C OMMISSION PURSUANT TO R ULE 24 B -2 OF THE S ECURITIES E XCHANGE A CT OF 1934, AS AMENDED .
Draft of September 25,
1996
AMENDMENT TO COLLABORATIVE
DEVELOPMENT AND LICENSE AGREEMENT
This Amendment is made and entered into as of
September 27,1996 by and between INHALE THERAPEUTIC SYSTEMS, a
California corporation (“INHALE”) and PFIZER INC., a
Delaware corporation (“PFIZER”).
RECITALS
WHEREAS, Inhale and Pfizer are
parties to a Collaborative Development and License Agreement made
as of January 18, 1995 and effective as of February 28, 1995 (the
“Agreement”);
WHEREAS, by letter dated September
12, 1995 (the “First Amendment”), Inhale and Pfizer
amended Exhibit 1.13 of the Agreement;
WHEREAS, Inhale and Pfizer desire to
amend the Agreement, as set forth below.
NOW THEREFORE, in consideration of
the foregoing and the covenants and promises contained in this
Agreement, Inhale and Pfizer agree as follows:
1. Definitions .
As used herein, capitalized terms shall have the
meanings ascribed to them in the Agreement, except as expressly
specified otherwise.
2. Amendments
2.1 Section 3.4(d) is hereby amended
by deleting the entire text thereof and replacing it with the
following:
(d) [*]
[*]
2.2 Section 3.4(h) is hereby amended
by deleting the entire text thereof and replacing it with the
following:
(h) Except for the Devices referred
to in Sections 3.4(c) , INHALE shall not deliver clinical materials
and Devices to PFIZER or clinical study sites designated by Pfizer,
as the case may be, clinical materials and Devices unless requested
to do so by PFIZER via written request from PFIZER’s JDC
Co-Chairperson to INHALE’s JDC Co-Chairperson.
2.3 The first sentence of Section
3.4(i) is hereby amended by
