EXHIBIT 10.42
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August 14, 2002
Isis Pharmaceuticals, Inc.
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Re: Collaboration and License Agreement; Master Agreement
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Gentlemen:
Reference is hereby made to the Collaboration and License Agreement dated
as of May 24, 2001 (the "Collaboration and License Agreement") by and between
Isis Pharmaceuticals, Inc. ("Isis") and Hybridon, Inc. ("Hybridon") and the
Master Agreement dated as of May 24, 2001 by and between Isis and Hybridon (the
"Master Agreement" and together with the Collaboration and License Agreement,
the "Agreements"). All capitalized terms used herein but not otherwise defined
shall have the meanings set forth in the Agreements.
Hybridon and Isis hereby agree as follows with respect to the Agreements:
1. Hybridon shall have no obligation under Section 2.2 of the Master
Agreement to issue any shares of its common stock or make any cash payments to
Isis as a Hybridon Tranche Payment with respect to the second and third Hybridon
Tranche Periods or otherwise.
2. Isis shall have no obligation under Section 2.3 of the Master Agreement
to issue any shares of its common stock or make any cash payments to Hybridon as
an Isis Tranche Payment with respect to the fourth Isis Tranche Period or
otherwise.
3. Article V of the the Collaboration and License Agreement shall be
amended for clarification purposes in the manner set forth on Exhibit A attached
to this letter.
Isis Pharmaceuticals, Inc.
August 14, 2002
Page 2
In all other respects, the Agreements and the provisions thereof shall
remain in full force and effect.
If Isis is in agreement with the foregoing, please so indicate by signing
this letter in the space provided below and returning a fully executed copy to
me.
Very truly yours,
HYBRIDON, INC.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Chief Executive Officer
Agreed as of this 14th
Day of August, 2002
ISIS PHARMACEUTICALS, INC.
By: B. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Executive Vice President
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EXHIBIT A
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Article V of the Collaboration and License Agreement shall be deleted in
its entirety and the following shall be inserted in lieu thereof:
ARTICLE V
COLLABORATION
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In addition to the collaboration between the Parties with respect to
intellectual property protection under Article VI, the Parties shall further
collaborate hereunder through a committee (the "Collaboration Committee")
consisting of two representatives of each Party. The Parties shall establish the
Collaboration Committee within thirty (30) days after the Effective Date. The
Collaboration Committee shall meet at least twice each calendar year in person
or by video conference during the term of this Agreement to review the progress
of Isis' development efforts with respect to Isis' Antisense Products that are
covered by Hybridon Intellectual Property. The Parties intend that the
Collaboration Committee shall act as a forum for the Parties to work
cooperatively to seek to enhance the development of Isis' Antisense Products
that are covered by Hybridon Intellectual Property, including to discuss
scientific and technical matters relating to the development of Isis' Antisense
Products that are covered by Hybridon Intellectual Property, regulatory matters
relating to Isis' Antisense Products that are covered by Hybridon Intellectual
Property and ongoing research and development in the antisense field being
conducted by third parties. Neither Party shall be obligated to disclose any
Confidential Information to the Collaboration Committee. In addition, under no
circumstances shall either Party be obligated to undertake any action as a
result of such Collaboration Committee meetings that would cause either Party to
incur any financial obligation beyond that necessary to cause such Collaboration
Committee meetings to take place in the manner and frequency noted above unless
both Parties agree to such action in writing.
