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EXHIBIT 10.16
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
AMENDMENT NO. 2 TO DEVELOPMENT, LICENSE AND
COMMERCIALIZATION AGREEMENT
This
Amendment No. 2 ("Amendment No. 2") to the Development, License
and
Commercialization Agreement is made and
effective as of the 21st day of December
2004 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
to the Development, License and
Commercialization Agreement dated as of April
30, 2004 (as amended, the "Development
Agreement").
B. Novartis and Idenix desire to restate the definition of the
term
"FTE Rate" as used in the Development
Agreement.
NOW,
THEREFORE, for and in consideration of the mutual covenants
contained
herein, Idenix and Novartis hereby agree as
follows:
1. Article
I of the Development Agreement is hereby amended by deleting
the definition of FTE Rate and restating
such information as follows:
"FTE Rate". FTE Rate shall mean (a) with respect to the
Contract
Year beginning on
