Exhibit 10.6.2
*** Confidential Treatment Requested.
Confidential portions of this document have been redacted
and have been separately filed with the Commission.
AMENDMENT TO THE PATENT LICENSE
AGREEMENT
This Amendment to the Patent
License Agreement (the “License Amendment”) effective
as of December 21, 2001 (the “Amendment Effective
Date”), is entered into by and between Incyte Genomics, Inc.,
a Delaware corporation, with a place of business at 3160 Porter
Drive, Palo Alto, CA 94304 (“Incyte”) and Genomic
Health, Inc., a Delaware corporation, with a place of business at
301 Penobscot Drive, Redwood City, CA 94063
(“GHI”).
A. WHEREAS, the parties to this
License Amendment entered into that certain “Patent License
Agreement” executed on March 30, 2001 by Incyte and GHI
(the “Agreement”), pursuant to which Incyte granted
certain licenses to GHI in certain fields therein.
B. WHEREAS, the parties wish to
enter into an amendment to the Agreement in order to amend certain
definitions defined, and rights granted, therein.
NOW THEREFORE, for and in
consideration of the covenants, conditions, and undertakings
hereinafter set forth it is agree by and between the Parties as
follows:
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1.
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All
capitalized terms not defined in this License Amendment shall have
the meanings given to them in the Agreement.
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2.
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Section 1.3 is amended in the
first part of the first sentence to read as follows:
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“Cancer Marker Patent
Rights” : shall mean all Valid Claims
listed in any of the following patents and patent
applications...
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3.
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Section 1.14 is amended in its
entirety to read as follows:
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“ Internal Research Field
of Use” : shall mean (a) internal research,
development, manufacture, use, importation and/or sale of Internal
Research Products; and (b) internal research and development
purposes (including without limitation, drug discovery,
development, and regulatory filings), including the development of
databases and other products and tools marketed for use in internal
research and development purposes, including without limitation,
drug discovery, development, and regulatory filings. The Internal
Research Field of Use excludes the Diagnostic Field of Use, the
Homebrew Field of Use, and the Personalized Research Field of
Use.
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4.
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Section 1.15 is amended in its
entirety to read as follows:
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“ Internal Research
Product(s) ”: shall mean internal research and
development purposes (including without limitation, drug discovery,
development and regulatory filings), including the development of
databases and other products and tools marketed for
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