EXHIBIT 10.17
*** CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT (INDICATED BY
ASTERISKS) HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT UNDER 17 C.F.R.
SECTIONS 200.80(b)(4), 200.83 AND 230.406.
AMENDMENT NO. 1
TO THE AGREEMENT DATED AUGUST 7, 2002
BETWEEN XXXXXXX-XX XXXXX, INC. AND
ANADYS PHARMACEUTICALS, INC.
This AMENDMENT NO. 1 to the Agreement dated August 7, 2002 (the
"Collaboration Agreement") between Xxxxxxx-Xx Xxxxx, Inc. ("Roche") and Anadys
Pharmaceuticals, Inc. ("Anadys") is made effective as of October 1, 2003 (the
"Effective Date") by and between Roche and Anadys. Roche and Anadys are
collectively referred to herein from time to time as the "Parties". Capitalized
terms used but not defined herein shall have the meanings given to them in the
Collaboration Agreement.
WHEREAS, the Collaboration Agreement sets forth the terms pursuant to
which Anadys is designing and synthesizing molecules based on the lead molecules
provided by Roche; and
WHEREAS, the Collaboration Term is set to expire on October 1, 2003 and
the parties desire to mutually extend the Collaboration Term for another six (6)
month period pursuant to the terms set forth herein.
NOW THEREFORE, the Parties are executing this Amendment No. 1 under the
terms and conditions set forth below.
1. COLLABORATION TERM. The Parties hereby agree that the
Collaboration Term (as defined in Section 5 of the
Collaboration Agreement) shall be extended to continue until
April 1, 2004. Notwithstanding the foregoing, Roche shall have
the option, at its discretion, to have the Collaboration Term
terminate on January 15, 2004, by giving the notice provided
in Section 3 below.
2. MILESTONE PAYMENT. The Parties hereby agree that upon delivery
from Anadys to Roche of the following Molecules on or before
January 15, 2004, Roche shall pay to Anadys a milestone
payment of [...***...] United States Dollars (US$[...***...]),
which milestone payment shall be paid by Roche to Anadys
within thirty (30) days after delivery of the Molecules to
Roche and receipt of an invoice in such amount by Roche, such
invoice not being issued before January 1, 2004:
a. Delivery of [...***...] ([...***...]) Molecules to
Roche. The amount would be [...***...] milligrams
([...***...] mg, i.e. enough for [...***...] and
[...***...] assays, [...***...] if needed). These
Molecules are from the [...***...] and [...***...].
Their descriptions are:
***CONFIDENTIAL TREATMENT REQUESTED
[...***...] A:
o [...***...]
o [...***...]
o [...***...]
o [...***...]
o [...***...]
[...***...] B, C: [...***...]
[...***...]
b. At least two (2) groups of Molecules with novel
[...***...] A substitutions to be delivered to Roche in
[...***...] milligram quantity ([...***...] mg, i.e.
enough for [...***...] and [...***...] assays, [...***...]
if needed).
c. At least one (1) Molecule of interest to be delivered
to Roche for [...***...] study; provided, however, that
such Molecule is selected by Roche by October 15, 2003;
and provided further, that Roche provides the required
amounts of [...***...] precursor. If either of these
requirements are not satisfied by Roche, the satisfaction
by Anadys of the delivery requirement set forth in this
subsection c shall not be required for Anadys to be
entitled to payment of the milestone payment provided
under this Section 2.
3. RESEARCH FUNDING. No FTE funding shall be required for the
period from October 1, 2003 through January 1, 2004. If Roche
does not provide notice to Anadys by December 15, 2003 of
early termination of the Collaboration Term (which termination
would be effective on January 1, 2004, subject to Roche making
the milestone payment, if earned, provided for in Section 2
above), then the Collaboration Term will continue until April
1, 2004 and Roche will fund [...***...] ([...***...]) FTEs at
Anadys at the annual FTE rate of [...***...] United States
Dollars (US$[...***...]) to work exclusively on the Project
from January 1, 2004 through April 1, 2004 (the "Remaining
Collaboration Term"). Funding for the FTE work provided in
this Section 3 shall be payable within thirty (30) days after
Roche receives an invoice from Anadys, such invoice not being
issued before January 1, 2004.
All other terms of the Collaboration Agreement shall remain unchanged
and in full force and effect; provided, however, that the JRC may revise the
terms of the Plan in accordance with the foregoing but such revision shall not
be required to effect the agreement set forth above.
***CONFIDENTIAL TREATMENT REQUESTED
In Witness whereof, the Parties have caused this Amendment No. 1 to be
signed, effective as of the Effective Date set forth above.
XXXXXXXX-XX XXXXX, INC.
By: /s/ Signature Illegible
-------------------------------
Its: Vice President
Date: October 1, 2003
ANADYS PHARMACEUTICALS, INC.
By: XXXXXXX X. XXXXXX
-------------------------------
Its: Vice President
Date: October 1, 2003
