EXHIBIT 99.1
AMENDMENT AGREEMENT
BETWEEN
SMITHKLINE BEECHAM CORPORATION
AND
NPS PHARMACEUTICALS, INC.
DATED
OCTOBER 28, 1996
- ------------------------------------------------------------------------------
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
SEPARATELY FILED WITH THE COMMISSION
THE APPROPRIATE SECTIONS HAVE BEEN BLACKED OUT
[SmithKline Beecham letterhead]
28 October 96
NPS Pharmaceuticals, Inc.
420 Chipeta Way Confidential Treatment Requested
Salt Lake City, Utah 84108
RE: Amendment Agreement
Dear Sirs:
This letter (hereinafter "Letter") will confirm that the Collaborative
Research and License Agreement between NPS Pharmaceuticals, Inc., a corporation
of the state of Delaware, having a place of business at 420 Chipeta Way, Salt
Lake City, Utah 84108, U.S.A. (herein referred to as "NPS") and SmithKline
Beecham Corporation, a corporation of the Commonwealth of Pennsylvania, having a
place of business at One Franklin Plaza, Philadelphia, Pennsylvania 19101,
U.S.A. (hereinafter referred to as "SB") dated November 1, 1993, as amended by
the Amendment Agreement dated June 29, 1995, and as further amended by the
Letter Agreement dated February 14, 1996 (herein collectively referred to as
"Agreement") shall be amended, effective as of the date of NPS' signature below,
as follows:
- In Paragraph 1.34, insert the words "or otherwise amended by the parties,
in a mutually executed writing" after the words "in accordance with
Paragraph 2.06";
- In Paragraph 2.01, delete the words "three (3) years" and replace them with
the words "four (4) years";
- In Paragraph 3.01, delete the words "per NPS FTE per RESEARCH year" and
replace them with the words "per NPS FTE for the first three (3) RESEARCH
years and at a level of (Confidential Treatment Requested) per NPS FTE for
the fourth RESEARCH year";
- In Paragraph 3.01, insert the words "except to the extent that such number
is subsequently amended by the parties, in a mutually executed writing"
after the words "as written as of the EFFECTIVE DATE".
- In Paragraph 3.02, insert the words "except to the extent that such number
is subsequently amended by the parties, in a mutually executed writing"
after the words "as written as of the EFFECTIVE DATE".
- In Appendix B, add the attachment to this Letter at the end thereof;
- All other terms and conditions of the Agreement shall remain in full force
and effect.
Page 1
Confidential Treatment Requested
Please indicate your acceptance of this Amendment Agreement by signing and
dating the duplicate copies of this letter below and returning on such fully
executed copy to SB.
Very truly yours,
SMITHKLINE BEECHAM CORPORATION
By: /s/ Brian Metcalf
---------------------------------------
Senior Vice President
Title: Chemical & Cellular Sciences
------------------------------------
Date: 10/30/96
-------------------------------------
AGREED TO AND ACCEPTED:
NPS PHARMACEUTICALS, INC.
By: /s/ Hunter Jackson
---------------------
Title: CEO
------------------
Date: 10/30/96
-------------------
Page 2
Confidential Treatment Requested
RESEARCH OBJECTIVES DURING FOURTH RESEARCH YEAR
[
(Confidential Treatment Requested)
]
Page 3
Confidential Treatment Requested
HEADCOUNT (FTE) ASSIGNMENT FOR RESEARCH DURING THE FOURTH RESEARCH YEAR
[
(Confidential Treatment Requested)
]
Page 4