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Under 17 C.F.R. ss.ss. 22.80(b)(4),
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[Letterhead of SCHERING CORPORATION]
December 15, 1998
Mr. Randall E. Woods
President and Chief Executive Officer
Corvas International, Inc.
3030 Science Park Road
San Diego, California 92121
RE: Factor Xa Research Programs
Dear Mr. Woods:
This "Letter of Agreement" is to notify you of Schering's decision to
extend the term of the Factor Xa Research Program under the Agreement by and
between Corvas International, Inc. ("Corvas") and Schering Corporation and
Schering-Plough Ltd. (collectively "Schering"), effective as of December 14,
1994 (the "Agreement"), subject to the following modifications.
1. The Factor Xa Research Program shall be extended for a period
of nine (9) months, i.e., from January 14, 1999 through
September 14, 1999 (the "Extension").
2. Schering shall pay to Corvas three million dollars
($3,000,000) in research funding for the Extension, such
payment to be made in three (3) equal quarterly payments, the
first to be made on or before January 14, 1999, and the
remaining amounts payable on or before April 14, 1999 and July
14, 1999.
3. Corvas shall provide staffing for the Factor Xa Research
Program at a level of [...***...] FTEs (consisting of
[...***...] chemists and [...***...] biologists) during this
Extension.
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Under 17 C.F.R. ss.ss. 22.80(b)(4),
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Mr. Randall E. Woods December 15, 1998
4. Corvas shall, at Corvas' expense, perform (or out-source) the
in vivo pharmacokinetic testing in dogs of potential lead
compounds arising from research conducted during the
Extension.
5. Schering shall, at its sole discretion and at its expense,
perform pharmacological efficacy studies to evaluate the
antithrombotic potential of selected compounds during or after
the Extension.
6. The goal of the Extension shall be to discover [...***...]
small molecule anticoagulant that specifically inhibits either
thrombin, Factor Xa, or both, and has additional properties
characteristic of a clinical development candidate. The
characteristics of such a development candidate shall be
defined by the parties based upon the Acceptance Criteria set
forth in the Agreement, as modified by mutual agreement of the
parties.
7. The terms and conditions of the Agreement shall be amended to
include expansion of the licenses granted in Article 2 of the
Agreement to reflect the expansion of the research
collaboration to include both Thrombin Inhibitors and Factor
Xa Inhibitors.
8. Corvas agrees to give good faith consideration to Schering's
request that Schering retain rights for a period of three (3)
years after the expiration of the Extension and termination of
the Agreement to compounds discovered/ developed during the
Extension.
9. Schering agrees to give good faith consideration to Corvas'
request that the rights to NAP5 be returned to Corvas.
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Mr. Randall E. Woods December 15, 1998
10. Sixty (60) days prior to the expiration of the Extension, the
parties shall discuss extending the term of the oral
anticoagulant research collaboration between Corvas and
Schering. Notwithstanding anything in the Agreement to the
contrary, neither party shall have the right to unilaterally
renew or extend the term of the research collaboration.
11. In the event that during the Extension Schering accepts one or
more compounds as a clinical development candidate, then it
shall have the right to continue the development and
commercialization of such compound(s) in accordance with the
terms of the Agreement, including as it may be amended
pursuant to this Letter of Agreement, provided that Schering's
diligence obligations with respect to such compound(s) shall
be essentially as those set forth in Article 4 of the
Agreement.
12. The parties shall agree upon additional amendments to the
terms of the Agreement to reflect the terms agreed upon for
the Extension as contemplated hereunder.
Pursuant to Section 4. 1A of the Agreement, Schering and Corvas shall
amend Exhibit G of the Agreement to set forth the responsibilities of the
parties with respect to performance of the research collaboration during the
Extension.
The good faith negotiation of amendments to the Agreement and Exhibit
G, and the matters set forth in Sections 8 and 9 above, is to be completed
within thirty (30) days of the date on which Corvas receives this Letter of
Agreement.
We at Schering look forward to continuing our collaborative research
efforts under the Agreement.
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Under 17 C.F.R. ss.ss. 22.80(b)(4),
200.83 and 240b-2
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Mr. Randall E. Woods December 15, 1998
Please indicate Corvas' acceptance and agreement to the provisions set
forth in this Letter of Agreement by signing below on behalf of Corvas and
returning one signed original to Schering.
Very truly yours, LEGAL REVIEW LEGAL REVIEW
Schering Corporation Schering-Plough, Ltd.
/s/ DAVID POORVIN /s/ DAVID POORVIN
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David Poorvin, Ph.D. David Poorvin, Ph.D.
Vice President Prokurist
Acknowledged and Agreed to
Corvas International, Inc.
By: /s/ RANDALL E. WOODS
--------------------
Date: December 15, 1998
-----------------
cc: Corporate Secretary, Corvas International
Cooley Godward LLP
Cecil B. Pickett, Ph.D.
Ashit Ganguly, Ph.D.
Richard Chipkin, Ph.D.