0001193125-11-137599 Sample Contracts

AMENDED AND RESTATED COLLABORATION AGREEMENT
Collaboration Agreement • May 12th, 2011 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations

This COLLABORATION AGREEMENT (this “Agreement”), effective as of March 31, 2011 (the “Effective Date”), is made by and between Sunesis Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 341 Oyster Point Boulevard, South San Francisco, CA 94080 (“Sunesis”), and Biogen Idec MA Inc., a Massachusetts corporation, having a principal place of business at 14 Cambridge Center, Cambridge, MA (“Biogen Idec”). Sunesis and Biogen Idec are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

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LICENSE AGREEMENT
License Agreement • May 12th, 2011 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This LICENSE AGREEMENT (the “Agreement”), effective as of March 31, 2011 (the “Effective Date”), is made by and between Sunesis Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 395 Oyster Point Boulevard, Suite 400, South San Francisco, CA 94080 (“Sunesis”), and Millennium Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 40 Landsdowne Street, Cambridge, Massachusetts 02139 (“Millennium”). Sunesis and Millennium are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

TERMINATION AND TRANSITION AGREEMENT
Termination and Transition Agreement • May 12th, 2011 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations

This TERMINATION AND TRANSITION AGREEMENT (the “Agreement”), effective as of March 31, 2011 (the “Effective Date”), is made by and between Sunesis Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 395 Oyster Point Boulevard, Suite 400, South San Francisco, CA (“Sunesis”), Biogen Idec MA Inc., a Massachusetts corporation, having a principal place of business at 14 Cambridge Center, Cambridge, MA (“Biogen Idec”), and Millennium Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 40 Landsdowne Street, Cambridge, MA (“MPI”). Sunesis, Biogen Idec and MPI are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

FIRST AMENDMENT TO MASTER SERVICES AGREEMENT
Master Services Agreement • May 12th, 2011 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations

THIS FIRST AMENDMENT (“First Amendment”), effective as of the last date written below (the “Amendment Effective Date”), is to the Master Services Agreement between Sunesis Pharmaceuticals, Inc. (“Sunesis”) and Aptuit, Inc. (as assignee of Quintiles, Inc., hereinafter referred to as “Aptuit”) dated August 26, 2004 (the “Agreement”). Unless otherwise defined below, all capitalized terms herein shall have the same meaning as set forth in the Agreement.

MASTER SERVICES AGREEMENT
Master Services Agreement • May 12th, 2011 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Master Services Agreement (“Agreement”) is made between Sunesis Pharmaceuticals, Inc. which has a place of business at 341 Oyster Point Boulevard, South San Francisco, California 94080 (hereinafter “Sponsor”), and Quintiles, Inc. a North Carolina corporation having a place of business at 10245 Hickman Mills Drive, Kansas City, MO 64137 (hereinafter “Quintiles”). When signed by both parties, this Agreement will set forth the terms and conditions under which Quintiles agrees to provide certain services to Sponsor as set forth herein.

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