Exhibit 3.2(aa)
"CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT
IDENTIFIED BY *** HAVE BEEN OMITTED AND HAVE BEEN SEPARATELY FILED WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS."
EXTENSION AGREEMENT dated July 27, 2005
BETWEEN
AUTOGEN RESEARCH PTY LIMITED(1) ABN 84 074 636 847 of Pigdons Road, Waurn Ponds
Victoria 3217, Australia ("AUTOGEN RESEARCH")
AND
SOUTHWEST FOUNDATION FOR BIOMEDICAL RESEARCH of 7620 NW Loop, 410 San Antonio,
Texas 78227-5301, USA ("SFBR")
RECITALS
A. On 31 December 2002 Autogen Research and SFBR entered into an agreement
entitled Research, License and Commercialization Agreement (the
"Research Agreement") setting out the terms and conditions for the R&D
Program to be carried out with the participation of the parties.
B. In accordance with clause 20.3 of the Research Agreement the parties
now agree to vary the Research Agreement on the terms and conditions
set out in this Extension Agreement.
OPERATIVE PROVISIONS
1. INTERPRETATION
1.1 RESEARCH AGREEMENT DEFINITIONS
Unless defined in this Extension Agreement, words and phrases defined
in the Research Agreement have the same meaning in this Extension
Agreement. Where there is any inconsistency in a definition between
this Extension Agreement and the Research Agreement, this Extension
Agreement prevails.
1.2 INTERPRETATION
The provisions of clause 1.2 of the Research Agreement apply to this
Extension Agreement as if set out in this Extension Agreement in full.
2. EXTENSION AGREEMENT
2.1 EXTENSION OF TERM
With effect on and from 1 July 2005 the parties agree that the term of
the Research Agreement is extended until 31 December 2005 ("EXTENDED
TERM") (unless the Research Agreement is earlier
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(1) Autogen Research Pty Ltd is a wholly-owned subsidiary of ChemGenex
Pharmaceuticals Limited (ABN 79 000 248 304).
terminated in accordance with its terms). During the Extended Term the
terms and conditions of the Research Agreement will continue to apply
except to the extent to which they are inconsistent with anything set
out in this Agreement, in which case the provisions of this Agreement
will prevail to the extent of the inconsistency.
2.2 PAYMENT AND RESEARCH PROPOSAL DURING EXTENDED TERM
During the Extended Term:
(a) the budget set out in Schedule 1 to this Extension Agreement
will be substituted for any payment program previously
applying under the Research Agreement; and
(b) the research plan (including any milestones set out therein)
set out in Schedule 2 to this Extension Agreement will be
substituted for any research proposal and workplans previously
applying under the Research Agreement.
3. MISCELLANEOUS
3.1 CONTINUING EFFECT
Except for the variations set out in this Extension Agreement, the
terms and conditions of the Research Agreement are unaffected by this
Extension Agreement and remain in full force and effect. In the event
of any inconsistency between the terms of the Research Agreement and
the terms of this Extension Agreement, the terms of this Extension
Agreement will prevail to the extent of the inconsistency.
3.2 FURTHER ASSURANCES
Each party must do all things and execute all further documents
necessary to give full effect to this Extension Agreement and must
refrain from doing anything that might hinder the performance of this
Extension Agreement.
3.3 AMENDMENTS IN WRITING
No amendment to this Extension Agreement has any force unless it is in
writing and signed by both of the parties to this Extension Agreement.
3.4 GOVERNING LAW AND JURISDICTION
This Extension Agreement is governed by the laws of Victoria and the
Commonwealth of Australia. Each party irrevocably submits to the
exclusive jurisdiction of the courts of Victoria.
3.5 COUNTERPARTS AND FACSIMILE EXECUTION
This Extension Agreement may be executed in a number of counterparts,
all of which taken together will be deemed to constitute one and the
same agreement, provided that this Extension Agreement will be of no
force and effect until the counterparts are exchanged. A facsimile copy
of this Extension Agreement lawfully executed will be sufficient
evidence of execution.
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EXECUTED as an AGREEMENT
SIGNED on behalf of )
AUTOGEN RESEARCH PTY LIMITED )
ABN 84 074 636 847 by GREG COLLIER in the )
presence of: )
-------------------------------------------------
/~ Signature of Greg Collier
Director
---------------------------------------------------
/~
Signature of witness
---------------------------------------------------
/~
Name of witness (print)
SIGNED on behalf of )
SOUTHWEST FOUNDATION FOR )
BIOMEDICAL RESEARCH by )
in the presence)
of: )
-------------------------------------------------
/~ Signature
of
Treasurer
---------------------------------------------------
/~
Signature of witness
---------------------------------------------------
/~
Name of witness (print)
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SCHEDULE 1: BUDGET - SFBR
(a) Item 1: Commencement Date July 1, 2005
ITEM 2: TOTAL BUDGET FOR THE PERIOD OF JULY 1, 2005 TO DECEMBER 31, 2005 IS
US$***, PAYABLE IN QUARTERLY PAYMENTS OF US$*** (DUE JULY 14, 2005) AND US$***
(OCTOBER 14, 2005).
PERSONNEL:
John Blangero, Ph.D. PI ***% $***
Joanne Curran, Ph.D. Co-I ***% $***
Tom Dyer, Ph.D. Co-I/Senior Prog. ***% $***
Eric Moses, Ph.D. Co-I ***% $***
Tricia Curry Admin. Assistant ***% $***
Vicki Mattern Sr. Res. Assoc. ***% $***
TOTAL US$***
SUPPLIES:
Computer supplies (cables, paper, printer supplies, miscellaneous software) $***
Laboratory supplies (complete 200 46K transcriptomic expression analyses) $***
Communication (phone, express mail, video conferencing) $***
TOTAL US$***
EQUIPMENT:
Rack of 80 processor Opteron computers (for transcriptomic analyses) US$***
TOTAL PERSONNEL, SUPPLIES AND EQUIPMENT: US$***
INDIRECT COSTS: US$***
GRAND TOTAL US$***
4
Schedule 2: Project
CHEMGENEX CENTER FOR STATISTICAL GENOMICS:
SOUTHWEST FOUNDATION FOR BIOMEDICAL RESEARCH
(b) Research Aims:
1. GENETIC AND TRANSCRIPTOMIC ANALYSIS OF CHEMGENEX GENES IN RELATION TO
OBESITY/DIABETES.
In order to validate the role of ChemGenex proprietary genes in relation to
their role in obesity/diabetes, we will use transcriptional profiling to
assess whether quantitative levels of these genes are correlated with both
disease risk and other known correlates of disease risk.
We will employ our novel methods of Bayesian analysis to find optimal
predictors for the expression of each gene. This aim will be performed
using extant data from the San Antonio Family Heart study families that
ChemGenex/SFBR have been collaborating on for the previous two years and on
additional gene expression profiles to be performed.
TASKS:
1) To improve the power to identify gene expression-based
biomarkers, we will assay transcriptional profiles on an
additional 200 Mexican Americans. This will bring the total
number of profiles to a total of 1,200.
2) For each of up to 50 ChemGenex genes, we will examine whether
gene expression levels represent biomarkers for
diabetes/obesity risk by:
a. Testing whether gene expression levels are different (from the
population) in the first degree unaffected relatives of
individuals affected with either obesity or diabetes.
b. Testing the genetic correlation between expression levels of
ChemGenex genes and disease risk or with known quantitative
biomarkers of disease risk (such as fasting glucose levels and
BMI).
This aim requires massive computational analysis using our novel
Bayesian statistical analytical tools developed at SFBR which justifies
the request for an additional 80 Opteron rack-mounted computer
processors.
3) For each ChemGenex gene, we will conduct a genome-scan to
localize additional genetic factors influencing the
quantitative gene expression.
MILESTONES: Completion of *** transcriptional profiles (by November
2005). For each gene, the completion of tasks 2-3 will be considered a
substantial milestone.
5
2. GENETIC AND TRANSCRIPTOMIC ANALYSIS OF CHEMGENEX GENES IN RELATION TO
DEPRESSION.
In order to validate the role of ChemGenex proprietary genes in relation to
their role in depression, we will use transcriptional profiling to assess
whether quantitative levels of these genes are correlated with both disease
risk and other known correlates of disease risk.
We will employ our novel methods of Bayesian analysis to find optimal
predictors for the expression of each gene. This aim will be performed
using extant data from the San Antonio Family Heart study families that
ChemGenex/SFBR have been collaborating on for the previous two years and on
additional gene expression profiles to be performed.
TASKS:
1) For each of up to 10 ChemGenex genes, we will examine whether
gene expression levels represent biomarkers for depression
risk by:
a. Testing whether gene expression levels are different
(from the population) in the first degree unaffected
relatives of individuals affected with depression or
anxiety (as assessed by the use of specific medicines
for these conditions).
b. Testing the genetic correlation between expression
levels of ChemGenex genes and disease risk or with
known quantitative biomarkers of disease risk (such
as BDNF plasma levels).
This aim requires massive computational analysis using our
novel Bayesian statistical analytical tools developed at SFBR.
2) For each ChemGenex gene, we will conduct a genome-scan to
localize additional genetic factors influencing the
quantitative gene expression.
MILESTONES: For each gene, the completion of tasks 1-2 will be considered a
substantial milestone.
__________________________________
3. GENETIC AND TRANSCRIPTOMIC ANALYSIS OF CHEMGENEX GENES IN RELATION TO
CANCER DRUG METABOLISM.
In order to assess the genetic basis of response to cancer drugs, we will
use transcriptional profiling to assess whether quantitative levels of drug
metabolism genes (chosen as being of interest to ChemGenex) have
substantial genetic components. This aim will be performed using extant
data from the Mexican American families that ChemGenex/SFBR
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have been collaborating on for the previous two years and on additional
gene expression profiles to be performed.
TASKS:
1) For each of up to 5 genes chosen by ChemGenex, we will examine
whether gene expression levels correlates with any other
transcriptional product in the genome. This aim requires
massive computational analysis using our novel Bayesian
statistical analytical tools developed at SFBR.
2) For each gene, we will conduct a genome-scan to localize
additional genetic factors influencing the quantitative gene
expression.
MILESTONES: For each gene, the completion of tasks 1-2 will be
considered a substantial milestone.
__________________________________
4. STATISTICAL GENETIC ANALYSIS OF VARIANTS WITHIN CHEMGENEX GENES.
We will continue our statistical genetic analyses of variants within
positional candidate regions for diabetes/obesity including ***, ***, and
***. We will use Bayesian quantitative trait nucleotide analysis to test
whether specific genes and gene variants are likely to be involved in the
determination of quantitative phenotypes related to diabetes/obesity risk.
This aim will continued to be performed using extant data from Mexican
American families, MRCOB families, and Mauritian families than
ChemGenex/SFBR have been collaborating on.
TASKS:
1) For each set of genetic marker data (for the ***, ***, or ***
QTLs or any proprietary ChemGenex gene), we will perform
linkage disequilibrium analyses, marginal association
analyses, and Bayesian quantitative trait nucleotide analysis.
MILESTONES: For each gene or marker set, the completion of tasks 1 will
be considered a substantial milestone.
7