Exhibit 10.6.1
A MENDMENT N UMBER O NE
TO
E XCLUSIVE L ICENSE A GREEMENT
BETWEEN
T HE R EGENTS OF THE U NIVERSITY OF C ALIFORNIA AND N EUROGES X, I NC .
THE REGENTS OF THE UNIVERSITY OF
CALIFORNIA, a California corporation having its statewide
administrative offices at 1111 Franklin Street, Oakland, California
94607-5200, (“The Regents”), and acting through its
Office of Technology Management, University of California San
Francisco, 1294 Ninth Avenue - Suite 1, Box 1209, San Francisco, CA
94143-1209 (“UCSF”) and NEUROGESX, INC., a California
corporation having a principal place of business at 969C Industrial
Boulevard, San Carlos, California, (the “Licensee”)
hereby amend that certain Exclusive License Agreement, dated as of
November 1, 2000, by and between the parties hereto
(hereinafter the “Agreement”) effective as of
November 1, 2001 (the “Amendment
Date”).
WITNESSETH
WHEREAS, The Regents and Licensee
entered into the Agreement;
WHEREAS, The Regents has not been
able to provide the exclusive rights to Regents’ Patent
Rights for which Licensee had bargained for; and
WHEREAS, The Regents and Licensee
wish to continue their relationship regarding the Regents’
Patent Rights but on modified terms reflecting the changed economic
basis of their relationship;
NOW, THEREFORE, in and for
consideration of the promises and covenants contained herein and
pursuant to Section 30.3 of the Agreement, The Regents and
Licensee agree to amend the Agreement as follows:
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1.
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Section 4.4 is hereby deleted in its
entirety.
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2.
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Article 6 is
hereby deleted in its entirety.
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3.
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Section 7.1 is hereby amended by replacing
“one percent (1%)” with “one-half percent
(0.5%)”.
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4.
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Section 7.6 is hereby deleted in its
entirety.
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5.
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Section 7.7 is hereby amended by deleting
the first sentence and subsections (a) through (d) and by
moving the text of subsection (e) to immediately follow the
section number so that there are no subsections in
Section 7.7.
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6.
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Section 7.7 (after amending as above) is
hereby further amended by deleting “In addition,” in
the first sentence.
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7.
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Section 7.8 is hereby amended by replacing,
in clause (ii), “Licensee” with “The
Regents”.
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8.
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Section 7.8 is hereby further amended by
deleting, in clause (iii) “only with respect to the
milestone payable under Section 7.7(e),”.
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9.
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Section 9.1 is hereby amended by replacing
“February 28, 2001” wit
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