EXHIBIT 10.37
 
 
                                FIRST AMENDMENT
 
                                     TO THE
 
                       RESEARCH AND DEVELOPMENT AGREEMENT
 
                                    BETWEEN
 
                                  SIDDCO, INC.
 
                                      AND
 
                           NPS PHARMACEUTICALS, INC.
 
                            DATED SEPTEMBER 5, 1997

 
                                FIRST AMENDMENT
                                    TO THE
                       RESEARCH & DEVELOPMENT AGREEMENT
                                    BETWEEN
                                 SIDDCO, INC.
                                      AND
                           NPS PHARMACEUTICALS, INC.
 
  This First Amendment (the "Amendment") is entered into effective this 5th
day of September, 1997, between Systems Integration Drug Discovery Company,
Inc., doing business as SIDDCO ("SIDDCO") and NPS Pharmaceuticals, Inc.,
("NPS").
 
                                R E C I T A L S
 
  WHEREAS, SIDDCO and NPS have previously entered into a Research and
Development Agreement effective July 16, 1997 (the "Agreement); and
 
  WHEREAS, the parties desire to amend the Agreement as provided herein;
 
  NOW, THEREFORE, the Agreement is hereby amended as follows:
 
  1. Sections 4.3, 6.2.4, 6.3.3, 13.9 and 15.1 of the Agreement are hereby
amended in their entirety as follows:
 
  4.3  Payment under this Article 4 shall be made in United States Dollars
       directly to SIDDCO via Electronic Funds Transfer (EFT) pursuant to the
       instructions set forth below or such other instructions provided by
       SIDDCO to NPS in writing:
 
            National Bank of Arizona
            335 North Wilmot Ave
            Tucson, AZ 85711
            ABA Bank Routing Number 122105320
            Account Name SIDDCO Inc.
            Account Number 0026042508
 
  6.2.4 A worldwide, royalty free, Consortium-Exclusive, perpetual license to
        make, manufacture, synthesize and use, Combinatorial Libraries
        synthesized using SIDDCO Combinatorial Chemistry Technology.
 
  6.3.3 A royalty free, Consortium-Exclusive, perpetual license to synthesize
        and use, Combinatorial Libraries synthesized using SIDDCO
        Combinatorial Chemistry Technology.
 
  13.9 SIDDCO and NPS shall adopt and use invention assignment agreements
       providing substantially as follows:
 
     13.9.1 SIDDCO shall have a written invention assignment agreement with
            each of its employees and other representatives. Such agreement
            shall provide that any invention, discovery, improvement or
            other intellectual property relating to NPS Target Products
            made by such employees or representatives in the course of
            performing services for SIDDCO is assignable and is hereby
            assigned to NPS. The Agreement shall further provide that any
            discovery, improvement or other intellectual property
            concerning SIDDCO Combinatorial Chemistry Technology shall be
            assigned to SIDDCO.
 
     13.9.2 NPS shall have a written invention assignment agreement with
            each of its Visiting Bench Scientists, NPS Dedicated Project
            Team Leaders and other representatives. Such agreement shall
            provide that any invention, discovery, improvement or other
            intellectual property arising in the course of performing
            services under the collaboration and constituting SIDDCO
            Combinatorial Chemistry Technology is assigned to SIDDCO.
 
                                       2

 
  13.10 SIDDCO covenants that it will require all SIDDCO Consortium Partners
        to enter into the same or substantially similar obligations with such
        Partner's employees and other representatives requiring and
        effectuating the assignment by them to SIDDCO of any invention,
        discovery, improvement or other intellectual property constituting
        Combinatorial Chemistry Technology.
 
  15.1  Any notices required or permitted to be given to, or served upon,
        either party hereto pursuant to this Agreement shall be sufficiently
        given or served if sent to such party by registered air mail and (if
        urgent) by facsimile, addressed to it at its address as set forth
        below, or to such other address or call number as it shall designate
        by written notice given to the other party:
 
To SIDDCO:SIDDCO, Inc.
9000 South Rita Road, Bldg. 40
Tucson, Arizona 85747
Attention: Executive Vice President, Business Development
 
  With a copy to:
 
Bryan E. Daum, Attorney at Law
1760 East River Road, Suite 115
Tucson, Arizona 85718
 
To NPS:
 
NPS Pharmaceuticals, Inc.
420 Chipeta Way
Salt Lake City, UT 84108
Attention: Vice President, Research
 
  With a copy to:
 
NPS Pharmaceuticals, Inc.
420 Chipeta Way
Salt Lake City, UT 84108
Attention: Office of General Counsel
 
  2. Except as amended by this Amendment, the Agreement remains in full force
and effect pursuant to the terms thereof.
 
  IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed effective the day and year first above written.
 
SIDDCO, INC.NPS                           NPS PHARMACEUTICALS, INC.
 
 
          /k/ Bruce Seligmann                       /k/ Hunter Jackson
By:__________________________________     By:__________________________________
        Bruce Seligmann, Ph.D.                     Hunter Jackson, Ph.D.
        Its: President and CEO                    Its: President and CEO
 
 
                                       3