Exhibit 10.3
EXECUTION
SECOND AMENDMENT TO THE PRODUCT
DEVELOPMENT AND
COMMERCIALIZATION AGREEMENT
BETWEEN SMITHKLINE BEECHAM
CORPORATION D/B/A GLAXOSMITHKLINE
AND EXELIXIS, INC. DATED
AS OF OCTOBER 28,
2002.
This S ECOND A MENDMENT (the “ Second Amendment ”) is
entered into as of June 13, 2008 (the “ Second
Amendment Effective Date ”), by and between
S MITH
K LINE B EECHAM C ORPORATION , a
Pennsylvania corporation, doing business as GlaxoSmithKline
(“ GSK ”), and E XELIXIS , I NC . , a
Delaware corporation (“ EXEL ”). EXEL and GSK
are each referred to herein individually as a “ Party
” or, collectively, as the “ Parties
.”
R ECITALS
W HEREAS , the Parties entered into that certain Product
Development and Commercialization Agreement dated as of
October 28, 2002, and as amended by the Parties on
January 10, 2005 (collectively, the “ Development
Agreement ”) under which EXEL and GSK formed a broad
alliance to discover, develop and commercialize novel therapeutics;
and
W HEREAS , the Parties now desire to amend certain
provisions of the Development Agreement as set forth below in this
Second Amendment.
N OW ,
T HEREFORE
, in consideration of the premises
and mutual covenants herein contain, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto agree as
follows:
A GREEMENT
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1.
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A MENDMENT OF THE D EVELOPMENT A GREEMENT
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The Parties hereby agree to amend
the terms of the Development Agreement as provided below, effective
as of the Second Amendment Effective Date. To the extent that the
Development Agreement is explicitly amended by this Second
Amendment, the terms of this Second Amendment will control where
the terms of the Development Agreement are contrary to or conflict
with the following provisions. Where the Development Agreement is
not explicitly amended, the terms of the Development Agreement will
remain in full force and effect. Capitalized terms used in this
Second Amendment that are not otherwise defined herein shall have
the same meanings as such terms are defined in the Development
Agreement.
1.1 Amendment of Section 1.29.
Section 1.29 is hereby deleted in its entirety and replaced
with the following:
“1.29 [Intentionally left
blank.]”
[ * ] = Certain confidential
information contained in this document, marked by brackets, has
been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24B-2 of the Securities Exchange Act of
1934, as amended.
1.2 Amendment of Section 1.94.
Section 1.94 is hereby deleted in its entirety and replaced
with the following:
“1.94 [Intentionally left
blank.]”
1.3 Amendment of Section 1.118.
Section 1.118 is hereby deleted in its entirety and replaced
with the following:
“1.118 “ Product
” shall mean, [ * ].”
1.4 Amendment of Section 3.9.
Section 3
