Exhibit 10.6.3
AMENDMENT NUMBER THREE
TO
EXCLUSIVE LICENSE AGREEMENT
BETWEEN
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND
NEUROGESX, INC.
This Amendment (“Amendment
Number Three”) is made effective July 29, 2004 between
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California
corporation having its statewide administrative offices at 1111
Franklin Street, Oakland, California 94607 (the
“Regents”), and acting through its Office of Technology
Management, University of California San Francisco, 185 Berry
Street, Suite 4603, San Francisco, California 94107
(“UCSF”) and NEUROGESX, INC., a California corporation
having a principal place of business at 981F Industrial Boulevard,
San Carlos, California 94070 (the “Licensee”)
(together, the “Parties”).
WHEREAS, the Parties have entered
into that certain Exclusive License Agreement, dated as of
November 1, 2000 (the “License Agreement”) an
Amendment Number One thereto, dated as of November 1, 2001
(“Amendment Number One”) and an Amendment Number Two
thereto, dated as of December 2, 2003 (“Amendment Number
Two”), and now desire the amend the foregoing
documents.
In consideration of the promises and
covenants contained herein and pursuant to Section 30.3 of the
License Agreement, the Parties hereby agree to amend the License
Agreement and Amendment Numbers One and Two as follows:
1. Clause (ii) of
Section 8.3 of the License Agreement shall be replaced in its
entirety with the following phrase: “(ii) filing at least one
NDA by November 1, 2008”.
2. Clause (iii) of
Section 8.3 of the License Agreement shall be replaced in its
entirety with the following: “(iii) commencing the marketing
of at least one Licensed Product in one country by November 1,
2010”.
3. Section 7.7 of the License
Agreement, as amended, shall be replaced in its entirety with the
following:
“7.7 Licensee shall pay The
Regents non-creditable milestone payments should either of the
following occur while Commercial Sales or commercialization of a
Li
