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EX-10.68 17 v79469ex10-68.txt EXHIBIT 10.68 Exhibit 10.68 *CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. September 28, 2001 Mr. Takashi Kato Member of the Board Executive Vice President Pharmaceutical Division Japan Tobacco, Inc. 2-2-1 Toranomon Minato-ku, Tokyo 105-8422 Japan RE: LICENSE AND COLLABORATIVE RESEARCH AGREEMENT, DATED JUNE 15, 1999, BETWEEN CORIXA CORPORATION ("CORIXA") AND JAPAN TOBACCO INC. ("JT") (THE "AGREEMENT") Dear Mr. Kato: This Letter Agreement sets forth our understanding regarding the Research Program to be performed by Corixa during the third year of the Research Program Term. All capitalized terms not otherwise defined herein shall have the definitions given them in the Agreement. Except as set forth herein or otherwise modified in accordance with the Agreement, the Research Program during the third year of the Research Program Term will be as set forth in the Year 3 Work Plan attached hereto as Exhibit A and incorporated herein by this reference (the "Work Plan"). JT will be responsible for [*]. Also, JT will be responsible for [*] of the Direct Costs set forth therein. The parties acknowledge that Direct Costs are [*], and subject to mutual agreement, [*]. In addition to the foregoing, the Research Program during the third year of the Research Program Term will include [*] in addition to those identified in the Work Plan (the "Additional [*]"). The Additional [*] will also be in addition to the [*] pursuant to the Letter Agreement, dated June 15, 1999, between Corixa and JT. The Additional [*] shall perform lung cancer antigen [*] in keeping with the goal of validation of additional antigens for [*]. Each Additional [*] shall be funded by JT at the rate of [*]. Details of the research goal will be discussed and agreed upon separately. Data generated as a result of JT funding of the Additional [*] shall be provided to JT on a regular basis and shall be treated as "Confidential Information" in keeping with the Agreement. * Confidential Treatment Requested. Unless otherwise agreed between JT and Corixa, the Research Program Term shall end on July 19, 2002. If JT agrees to the foregoing, please have the enclosed duplicate original of this letter executed as indicated below and returned to my attention. Sincerely, /s/ Steven Gillis Steven Gillis, Ph.D. Chairman, Chief Executive Officer Acknowledged and Accepted: JAPAN TOBACCO INC. /s/ Takashi Kato ------------------------------------ By: Takashi Kato Member of the Board Executive Vice President Pharmaceutical Division