Exhibit 10.1
LICENSE AGREEMENT
AMENDMENT NO. 3
THIS AMENDMENT NO. 3 TO THE LICENSE
AGREEMENT (“Third Amendment”) is made and entered into
effective as of March 25, 2005 (“Third Amendment Date”)
by and between ROCHE PALO ALTO LLC (successor in interest by merger
to SYNTEX (U.S.A.) INC.) (“Roche”), having offices at
3431 Hillview Avenue, Palo Alto, California 94304, and CV
THERAPEUTICS, INC. (“CVT”), having an address at 3172
Porter Drive, Palo Alto, California 94304. Capitalized Terms used
in the Third Amendment that are not otherwise defined herein shall
have the same meanings as such terms are defined in the License
Agreement.
RECITALS
Roche and CVT entered into the
License Agreement effective March 27, 1996 (“License
Agreement”) and entered into two Amendments to the License
Agreement effective July 3, 1997 and November 30, 1999,
respectively (“Amendments”). The License Agreement as
amended by the Amendments and this Third Amendment shall constitute
the “Agreement.”
The parties now wish to amend the
Agreement to change date of the payment of the milestones and
otherwise amend the Agreement as expressly set forth
herein.
NOW, THEREFORE, in consideration of
the mutual promises contained herein, the sufficiency of which is
hereby acknowledged, Roche and CVT now wish to amend the Agreement
as follows effective as of the Third Amendment Date:
1.
Amendment of Sections 5.1(b)(2) and (3).
Sections 5.1(b)(2) and (3) of the License
Agreement are hereby amended and replaced in their entirety with
the following new Sections 5.1(b)(2) and (3):
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(2)
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First NDA
Payment. Within thirty (30) days
of the first approval of an NDA or equivalent i
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