Exhibit 10.55
PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED (DESIGNATED BY AN
ASTERIX (*) AND WHITE SPACE) AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT
FILED JANUARY 31, 1995; FILE NO. 0-15609
THIRD AMENDMENT
Effective January 15, 1995, Agouron Pharmaceuticals, Inc., a California
corporation with offices at 10350 North Torrey Pines Road, Suite 100, La
Jolla, California 92037 ("Agouron") and Japan Tobacco Inc., a Japanese
corporation with offices at 12-62, Higashi-Shinagawa 4 chome, Shinagawa-ku,
Tokyo 140, Japan ("JT"), for good and valuable consideration, agree as
follows:
Article I
Background
1.01 Pursuant to the terms of an agreement which was originally
entered into on December 18, 1992 (This Agreement, as amended, is hereinafter
referred to as "Agreement One."). Agouron and JT have conducted a
collaborative Research Program ("Research Program One") consisting of *
to discover, develop, manufacture and
market novel immunosuppressive drugs. On February 28, 1994, Agouron and
JT entered into the First Amendment of Agreement One. On April 22,
1994, Agouron and JT entered into the Second Amendment and Restatement
of Agreement One.
1.02 Agouron and JT are also conducting two additional Research
Programs ("Research Program Two" and "Research Program Three") focusing on
the development of anti-viral drugs in accordance with the provisions of
agreements which were originally entered into on February 28, 1994
("Agreement Two" and "Agreement Three").
1.03 *
To affect the preceding and to clarify
the parties' rights and obligations, the parties agree to further amend
the terms of Agreement One by entering into this Third Amendment to
Agreement One ("Third Amendment").
1.04 For purposes of this Third Amendment, terms with initial
capitalization shall have the same meanings as those set out in Agreement
One.
Article II
Third Amendment
2.01 The parties agree that the last day of the Research Term of
Agreement One is January 15, 1995 and that Research Program One ended on
January 15, 1995.
2.02 The parties agree that only chemical compounds which have been
shown by or on behalf of Agouron or JT, independently or jointly, on or
before the last day of the Research Term to *
shall be eligible to be Program Compounds, and that any chemical
compounds synthesized after January 15, 1995 shall not be eligible to be
Program Compounds.
2.03 The parties agree that no Program Compounds or Program Products
were conceived and/or invented in Research Program One during the Research
Term.
2.04 The parties agree that the chemical compounds contained in the
List of Research Program One Compounds dated as of January 15, 1995 are not
Program Compounds or Program Products.
2.05 The parties agree that the parties' rights and obligations
regarding the commercialization of any chemical compounds and intermediates
thereof which were invented in Research Program One including, but not
limited to, the chemical compounds contained in the List of Research Program
One Compounds dated as of January 15, 1995, and any products incorporating
such chemical compounds, are set forth in Section 3.05(g) of the Second
Amendment and Restatement of Agreement One, which Section 3.05(g) reads
in full as follows:
(g) Unless the parties agree otherwise, any chemical
compound(s) which is *
The parties shall *
the most *
Each
party, as * shall have the *
2.06 The parties agree that * does not
include any know-how, trade secret, experimental data, formula, expert
opinion, experimental procedure and other confidential and/or proprietary
information *
which is *
as the case may be, *
2.07 The parties shall cause their respective employees to cooperate
as reasonably required to co-author manuscripts and to file patent
applications on separately or jointly made inventions arising out of
Agreement One.
2.08 The parties agree that Research Project II is canceled
effective January 15, 1995. *
2.09 The parties agree to end Research Project I effective
January 15, 1995 and to reallocate the research efforts which were to be
committed by Agouron scientists during the third year of Research Project I
to Research Programs Two and Three. Notwithstanding the reallocation of
Agouron's research efforts, *
2.10 Commencing *
without any further action *
on its own or with any third party, *
agrees not to *
agrees not to *
The
parties hereby agree that any *
If requested by *
2.11 Except as modified by the terms contained herein, the
provisions of Agreement One shall remain in full force and effect.
2.12 Notwithstanding the *
hereby confirms that such *
AGOURON PHARMACEUTICALS, INC. JAPAN TOBACCO INC.
By /S/ R. Kent Snyder By /S/ Tsuyoshi Sasaki
Name R. Kent Snyder Name Tsuyoshi Sasaki
Title Vice President, Business Development Title Executive Director
Date January 26, 1995 Date January 26, 1995