Exhibit 10.18
CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE
COMMISSION.
ASTERISKS (*) DENOTE SUCH
OMISSIONS.
LETTER AGREEMENT
This Letter Agreement (this “
Agreement ”) dated as of January 6, 2006, is
entered by and between:
UCB S.A., Bioproducts Division, with registered offices at
Allée de la Recherche, 60, 1070 Brussels, Belgium, hereafter
“UCB”
and
PRAECIS PHARMACEUTICALS INCORPORATED
, with registered offices at 830
Winter Street, Waltham, Massachusetts 02451, hereafter
“Praecis”
Hereafter individually referred to as a
“Party” and jointly as the
“Parties”
Whereas, on June 21, 2000, UCB and Amgen Inc.
(“AMGEN”) executed a contract for the development and
supply of bulk API for a compound identified as Abarelix (the
“Original Agreement”), as assigned by AMGEN to Praecis
effective on December 17, 2001 and as amended by Amendment
No. 1 dated as of March 26, 2002 (“Amendment
No. 1”) and Amendment No. 2 dated as of
August 30, 2004 (“Amendment No. 2”) (the
Original Agreement, as so amended by Amendments No. 1 and 2,
the “Development and Supply Agreement”); and
Whereas, in connection with the Development and Supply
Agreement, UCB agreed to commence certain process development
activities which are the subject of several scopes of work (the
“Process Improvements”) and Praecis agreed to pay UCB
for the Process Improvements upon completion of such activities;
and
Whereas, pursuant to Section C.1. of Exhibit A
of the Development and Supply Agreement entitled “Supply of
Product in 2005” (which Section was added pursuant to
Amendment No. 2), Praecis committed to purchase *** of
API during 2005 (the “2005 Manufacturing Campaign”), a
portion of which was paid for at the end of 2004 and the remainder
of which shall be due upon the later of December 31, 2005 and
the delivery by UCB of the *** to Praecis; and
Whereas, Praecis is now requesting UCB, and UCB agrees,
each subject to the terms and conditions of this Letter Agreement,
to suspend the Process Improvements and the 2005 Manufacturing
Campaign;
NOW, THEREFORE
, in consideration of the foregoing
and the agreements contained herein, and intending to be legally
bound, the Parties have agreed as follows:
