Exhibit 10.2
Portions of this Exhibit were
omitted and filed separately with the Secretary of the Commission
pursuant to an application for confidential treatment filed with
the Commission pursuant to Rule 24b-2 under the Securities Exchange
Act of 1934. Such omissions are designated as
**.
Execution
Version
AMENDMENT NO.
1
to
PRODUCT DEVELOPMENT
AND
COMMERCIALIZATION
AGREEMENT
This Amendment No. 1
(this “ Amendment
”), effective as of August 1, 2006 (the “ Amendment
Effective Date ”), is entered into by and between
SmithKline Beecham Corporation, doing business as GlaxoSmithKline,
a Pennsylvania corporation having a principal place of business at
One Franklin Plaza, 200 N 16 th Street, Philadelphia, PA 19102 (“SB
Corp”), and Glaxo Group Limited, a company existing under the
laws of England and Wales, having its registered office at Glaxo
Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN,
England (“GGL”), SB Corp and GGL being collectively
referred to hereinafter as “GSK”; and Pharmacopeia Drug
Discovery, Inc., a Delaware corporation having a principal place of
business at 3000 Eastpark Boulevard, Cranbury, New Jersey 08512
(“Pharmacopeia”). Pharmacopeia and GSK are each
referred to herein by name or as a “Party” or,
collectively, as the “Parties.” The Parties do
hereby enter into this Amendment in order to amend that certain
Product Development and Commercialization Agreement by and
between the Parties which was executed as of March 24, 2006 (the
“ Agreement ”).
The Parties do hereby amend the
Agreement as follows:
1.
All capitalized terms not defined in
this Amendment shall have the meanings given to them in the
Agreement.
2.
Add new Section 1.32(a) as
follows:
“1.32(a) ‘GSK TOOL
COMPOUND’ shall mean any compound (and any isomers, esters,
salts, hydrates, or solvates thereof) provided hereunder by GSK to
Pharmacopeia (as documented by a “GSK Tool Compound Transfer
Record” which shall describe the compound being transferred
and the amount and date provided and the purpose for which the
compound is provided) which (i) has been documented by GSK, at the
time of transfer to Pharmacopeia, to modulate the activity of an
Initial Target, (ii) is described in any know-how or pending or
issued patent Controlled by GSK, and (iii) is neither in the public
domain nor available to Pharmacopeia from any Third Party having
the legal right to provide such compound, and which is provided to
Pharmacopeia for use under the Agreement only as a positive control
in biological assays for activity with respect to the applicable
Initial Target, and not for any other use or
purpose.”
3.
Add new Section 1.32(b) as
follows:
“1.32(b) ‘GSK TOOL
COMPOUND IP’ shall mean any Know-how or pending or issued
Patent, pertaining specifically to a GSK Tool Compound, which (i)
exists as of the date such GSK Tool Compound is supplied to
Pharmacopeia and is owned or Controlled by GSK or (ii) is conceived
solely by GSK and reduced to practice by Pharmacopeia in the course
of performing a
Program. Any GSK Tool Compound
IP shall be assigned to GSK as the sole owner thereof, and GSK
shall have sole control over all matters pertaining to the
prosecution, defense and enforcement of any Patents included in GSK
Tool Compound IP. In the event that Pharmacopeia conceives an
invention based on its use of any GSK Tool Compound as expressly
permitted pursuant to this Amendment and obtains patent protection
therefor, such patent shall not fall within the GSK
