Amendment to the Collaborative Research Agreement
This Agreement (the "2000 Amendment") is entered into as of March 1,
2000 by and between Pfizer Inc. ("Pfizer"), a Delaware corporation, having an
office at 235 East 42nd Street, New York, New York 10017 and its Affiliates and
Microcide Pharmaceuticals, Inc. ("Microcide"), a California corporation, having
an office at 850 Maude Avenue, Mountain View, California 94043.
Whereas, the parties have previously entered into a Collaborative
Research Agreement (the "1996 Research Agreement") dated as of March 1, 1996 and
amended as of May 6, 1998, (the "1998 Amendment") and a License and Royalty
Agreement (the "1996 License Agreement") dated as of March 1, 1996.
Now Therefore, in consideration of the mutual convenants and promises set forth
in the 1996 Research Agreement and the 1998 Amendment, the parties agree as
follows:
1) The following sentence s]hall be added to the end of Section 2.2 of the
1996 Research Agreement:
"The Annual Research Plan for Commitment Year 5, shall be appended to and made a
part of the Agreement as Exhibit C and shall be effective as of March 1, 2000."
2) Section 3.2 of the 1996 Research Agreement shall be deleted and
replaced by the following:
Commitment Year Annual Commitment
1 $4.2MM
2 $4.2MM
3 $4.2MM
4 $4.2MM
5 $2.1MM
3) Section 3.3 of the 1996 Research Agreement shall be deleted and
replaced by the following:
"Payments by Pfizer to cover Microcide's total, full-time employees (FTEs)
devoted to the Research Program [*]. Such payments shall be used by Microcide to
perform the Research Program. Microcide shall dedicate at least [*] ([*]) FTEs
to perform the Research Program and conduct the Annual Research Program Plan
during [*]."
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.
[*] Confidential Treatment Requested
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All other terms and conditions of 1996 Research Agreement, the 1996 License
Agreement and 1998 Amendment shall remain the same and in full force and effect.
Please indicate agreement by signing below. Return an executed original to Dr.
Edward D. Pagani at Pfizer Central Research.
Agreed: Microcide Pharmaceuticals, Inc. Agreed: Pfizer Inc.
By: /s/ James E. Rurka By: /s/ George M. Milne, Jr.
---------------------------------- --------------------------------
Mr. James E. Rurka Dr. George M. Milne, Jr.
President and CEO President, Pfizer Central
Research
Date: March 6, 2000 Date: March 1, 2000
<PAGE>
MICROCIDE PHARMACEUTICALS, INC.
CONFIDENTIAL
Exhibit C
[*]
[*] Confidential Treatment Requested
<PAGE>
Addendum A
[*]
[*] Confidential Treatment Requested
<PAGE>
Pfizer-Microcide 01/07/2000
Confidential
[*]
Addendum B
[*] Confidential Treatment Requested
