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Exhibit
99.1
SECOND AMENDMENT
TO
COLLABORATIVE RESEARCH,
DEVELOPMENT AND LICENSE AGREEMENT
BETWEEN CURIS AND
GENENTECH
This Second Amendment (the
“ Amendment ”), effective as of April 11, 2005
(the “ Amendment Date ”), is made by and between
Curis, Inc., a Delaware corporation (“ Curis ”),
with offices at 61 Moulton Street, Cambridge, Massachusetts 02138,
on behalf of itself and its Affiliates, and Genentech, Inc., a
Delaware corporation (“ Genentech ”), with
offices at 1 DNA Way, South San Francisco, California 94080. Curis
and Genentech may each be referred to individually as a “
Party ” and collectively as the “ Parties
.”
WHEREAS, the Parties desire
to make certain changes to the Collaborative Research, Development
and License Agreement entered into between the Parties on June 11,
2003, as amended (the “ Agreement ”) as further
specified in this Amendment.
NOW, THEREFORE, in
consideration of the promises and of the mutual covenants herein
contained, the Parties agree as follows:
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Revised Section 3.1 . The following shall be added to
the end of Section 3.1 of the Agreement (as amended in the First
Amendment): |
“During the first six
(6) months of the third year of the research period, from June 12,
2005 to December 11, 2005, Curis will assign no fewer than sixteen
(16) FTE’s to complete the tasks described above. The Parties
agree that up to six (6) of such FTE’s assigned to the
research may be Evotec OAI employees. If and to the extent that
Genentech wishes to have more than six (6) of such FTE’s be
Evotec OAI employees, Genentech shall be responsible for the FTE
costs charged by Evotec OAI with respect to the number of Evotec
OAI FTE’s in excess of six (6). Curis shall cause the Evotec
OAI Agreement to be renewed until at least December 11, 2005 and
during such time shall not, without the prior written consent of
Genentech, amend the Evotec OAI Agreement in a manner that would
diminish the rights granted to Genentech hereunder or otherwise
harm Genentech’s rights or interests hereunder. At the end of
this six (6) month period, Genentech, at its sole discretion, shall
have the option to extend the FTE support for an additional six (6)
month period from December 12, 2005 to June 11, 2006 on the same
terms and conditions as outlined for the first six (6) months of
the third year of the research period (including, without
limitation, extension of such FTE support being contingent upon
Curis causing the Evotec OAI Agreement to be renewed until at least
June 11, 2006). In the event that Genentech elects to exercise its
option to extend the FTE support for an additional six (6) month
period, Genentech shall provide written notice of its election to
extend the FTE support to Curis no later then October 1,
2005.”
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