Letter Agreement Amending Collaboration Agreement between Exelixis, Inc. and Bristol-Myers Squibb Company (June 26, 2008)
This letter agreement, dated June 26, 2008, is between Exelixis, Inc. and Bristol-Myers Squibb Company (BMS). It amends their existing Collaboration Agreement from January 11, 2007, to address certain confidential matters. The amendment clarifies specific obligations, including the handling of information and materials, and confirms that BMS must return or destroy certain materials at Exelixis' request. The agreement also references the continued obligation of Exelixis to deliver collaboration programs, with all other terms of the original agreement remaining in effect.
Exhibit 10.5
June 26, 2008 (the “Letter Effective Date”)
Pursuant to this letter agreement (this “Letter”), Exelixis and BMS desire to amend the Collaboration Agreement, effective as of January 11, 2007 (the “Agreement”), to allow for the [ * ]. Capitalized terms used in this Letter agreement that are not otherwise defined herein shall have the meanings given to them in the Agreement.
| 1. | As of the Letter Effective Date, BMS shall be deemed to have [ * ] of the Agreement, and the terms and condition of Section [ * ] of the Agreement shall apply with respect to [ * ]; [ * ]. For clarity, [ * ] Exelixis’ obligation to deliver to BMS six (6) Provisional Collaboration Programs as set forth in Section 3.1(a) of the Agreement. |
| 2. | [ * ] with the terms and conditions of Section [ * ] of the Agreement with respect to [ * ]. |
| 3. | BMS shall either return or destroy, at Exelixis’ request, any information or materials in BMS possession that relate to [ * ], and any such information shall be subject to the terms and conditions of Article 11 of the Agreement. |
The signature page follows.
[ * ] = 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 24B-2 of the Securities Exchange Act of 1934, as amended.
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The Parties have executed this Letter in duplicate originals by their proper officers as of Letter Effective Date.
| BRISTOL-MYERS SQUIBB COMPANY | EXELIXIS, INC. | |||||||
| By: | /s/ Eric L. Hagestad, Ph.D. | By: | /s/ Michael M. Morrissey, Ph.D. | |||||
| Title: | Senior Director, Licensing | Title: | President, R & D | |||||
[ * ] = 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 24B-2 of the Securities Exchange Act of 1934, as amended.
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