Letter Amendment to Collaboration and License Agreement between Glaxo Group Limited (GlaxoSmithKline) and Cytokinetics, Inc. (July 28, 2003)

Summary

This letter amendment updates the criteria for compounds covered under the existing Collaboration and License Agreement between Glaxo Group Limited (GlaxoSmithKline) and Cytokinetics, Inc. The amendment specifies that the revised compound criteria, as detailed in an attached exhibit, will now apply. All other terms of the original agreement remain unchanged. Any further changes to these criteria or the amendment must be made in writing and signed by both parties. The agreement is governed by the laws specified in the original contract.

EX-10.23 36 f95504orexv10w23.txt EXHIBIT 10.23 Exhibit 10.23 [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED. [CYTOKINETICS LOGO] 280 East Grand Avenue South San Francisco, CA 94080 Tel ###-###-#### Fax ###-###-#### July 28, 2003 Glaxo Group Limited, doing business as GlaxoSmithKline 709 Swedeland Road King of Prussia, Pennsylvania 19406 Attn: Pradip K. Bhatnagar, Ph.D., Director, Genetic & Discovery Alliances RE: COMPOUND CRITERIA UNDER THAT CERTAIN COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN GLAXO GROUP LIMITED, A GLAXOSMITHKLINE COMPANY, ("GSK") AND CYTOKINETICS, INC. ("CK") OF EVEN DATE JUNE 20, 2001 (THE "COLLABORATION AGREEMENT"). Dear Pradip: Pursuant to this letter amendment to the Collaboration Agreement (the "Compound Criteria Letter Amendment"), GSK and CK desire to revise the Compound Criteria applicable under the Collaboration Agreement as approved by the JRC on September 21, 2001, all on the terms set forth herein. Now therefore, GSK and CK agree as follows: 1. All capitalized terms not defined herein shall have the meaning ascribed to them in the Collaboration Agreement. 2. For purposes of the Collaboration Agreement, "Compound Criteria" shall mean, effective as of the Effective Date, those criteria set forth in the revised Exhibit 1.17 attached hereto and incorporated by reference. For clarity, it is understood that the Compound Criteria may only be modified or amended pursuant in a writing signed by both Parties referencing the Collaboration Agreement and expressly modifying or amending the Compound Criteria. 3. Except as specifically modified or amended hereby, the Collaboration Agreement shall remain in full force and effect and, as modified or amended, is hereby ratified, confirmed and approved. No provision of this Compound Criteria Letter Amendment may be modified or amended except expressly in a writing signed by both Parties nor shall any terms be waived except expressly in a writing signed by the Party charged therewith. This Compound Criteria Letter Amendment shall be governed in accordance with the laws of the [*], without regard to principles of conflicts of laws. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Pradip K. Bhatnagar, Ph.D. July 28, 2003 Page Two Please sign and return two copies of this letter if you agree to the foregoing terms. Sincerely, /s/ Robert I. Blum - ------------------------- Robert I. Blum Senior Vice President, Finance and Corporate Development Chief Financial Officer Cytokinetics, Inc. Agreed and accepted: GLAXO GROUP LIMITED /s/ Pradip K. Bhatnagar - -------------------------- Name: Pradip K. Bhatnagar Title: Director cc: Vice President, Business Development, Glaxo Group Limited, doing business as GlaxoSmithKline Senior Vice President and Assistant General Counsel-R&D Legal Operations, GlaxoSmithKline Corporate Legal Department Kenneth A. Clark, Esq., Wilson Sonsini Goodrich & Rosati Professional Corporation EXHIBIT 1.17 [Revised September 21, 2001] Compound Criteria (effective as of June 20, 2001) [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.