Exhibit 10.4
EXECUTION
FOURTH AMENDMENT TO THE LOAN AND
SECURITY AGREEMENT BETWEEN
SMITHKLINE BEECHAM CORPORATION
D/B/A GLAXOSMITHKLINE AND EXELIXIS,
INC. EFFECTIVE OCTOBER 28,
2002.
This F OURTH A MENDMENT (the “ Fourth Amendment ”) is
entered into as of July 10, 2008 (the “ Fourth
Amendment Effective Date ”), by and between
S MITH
K LINE B EECHAM C ORPORATION , a
Pennsylvania corporation, d/b/a GlaxoSmithKline (“ GSK
”), and E XELIXIS , I NC . , a
Delaware corporation (“ EXEL ”). EXEL and GSK
are each referred to herein individually as a “ Party
” or, collectively, as the “ Parties
.”
R ECITALS
W HEREAS , the Parties entered into that certain Loan and
Security Agreement effective as of October 28, 2002, as
amended by a First Amendment to the Loan and Security Agreement
dated December 5, 2002, a Second Amendment to the Loan and
Security Agreement dated September 20, 2004, and a Third
Amendment to the Loan and Security Agreement dated January 10,
2005 (the Loan and Security Agreement as amended by such First
Amendment, Second Amendment and Third Amendment, the “
Loan Agreement ”) in furtherance of the Parties’
collaboration to discover, develop and commercialize novel
therapeutics; and
W HEREAS , the Parties now desire to amend certain
provisions of the Loan Agreement as set forth below in this Fourth
Amendment.
N OW ,
T HEREFORE
, in consideration of the premises
and mutual covenants herein contain, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto agree as
follows:
A GREEMENT
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1.
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A
MENDMENT
OF THE L OAN A GREEMENT
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The Parties hereby agree to amend
the terms of the Loan Agreement as provided below, effective as of
the Fourth Amendment Effective Date. To the extent that the Loan
Agreement is explicitly amended by this Fourth Amendment, the terms
of this Fourth Amendment will control where the terms of the Loan
Agreement are contrary to or conflict with the following
provisions. Where the Loan Agreement
