EXHIBIT 10.1
FIRST AMENDMENT TO LICENSE AGREEMENT
This First Amendment to License Agreement ("First Amendment") is entered
into as of July 10, 2000, by and among Triangle Pharmaceuticals, Inc., a
for-profit Delaware corporation with principal offices located at 4 University
Place, 4611 University Drive, Durham, North Carolina 27707 ("COMPANY") and Emory
University, a not-for-profit Georgia corporation with offices at 1380 South
Oxford Road, N.E., Atlanta, Georgia 30322 and the University of Georgia Research
Foundation, Inc., a not-for-profit Georgia corporation with offices at 631 Boyd
Graduate Studies Building, Athens, Georgia 30602-7411 ("UGARF"; EMORY and UGARF
being collectively referred to as the "LICENSORS"), and amends certain terms of
that certain License Agreement, dated as of March 31, 1996 between LICENSORS and
COMPANY (the "Agreement").
RECITALS:
A. LICENSORS and COMPANY have previously entered into the Agreement,
pursuant to which LICENSORS have licensed certain patent rights and know-how to
COMPANY with respect to Licensed Compounds.
B. LICENSORS and COMPANY desire to amend certain terms of the Agreement as
set forth in this First Amendment.
NOW, THEREFORE, for good and valuable consideration, COMPANY and LICENSORS
hereby agree as follows:
1. Definitions. All terms used in this First Amendment and not
otherwise defined herein shall have the same meanings ascribed to them in
the Agreement.
2. Amendment. Section 1.8 of the Agreement is deleted and replaced
as follows:
1.8 "Licensed Compounds" shall mean: (a)(beta)-D-Dioxolanyl
purines of the formula
[GRAPHIC OMITTED]
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wherein R is OH, Cl, NH^2, or H, and X is H, alkyl, acyl,
monophosphate, diphosphate or triphosphate; (b) all 5(1) and N(6)
acylated and alkylated derivatives thereof; (c) any salts, esters,
racemic mixtures and purified enantiomers of any of the foregoing;
and (d) any and all polymorphs, hydrates and solvates of any of the
foregoing. Notwithstanding the scope of this definition, neither
LICENSORS represent that it shall obtain valid patent claims to any
such compositions and LICENSORS specifically disclaim any warranties
or representations as to whether the Licensed Patents cover any ***.
3. General Terms.
(a) Except as expressly amended hereby, the remaining terms of
the Agreement shall remain in full force and effect.
(b) The Agreement, as amended by this First Amendment,
constitutes the entire agreement between LICENSORS and COMPANY or
regarding the subject matters contained therein and herein.
(c) In the event of any conflict between the provisions of the
Agreement and this First Amendment, the provisions of this First
Amendment shall govern and control.
(d) This First Amendment shall be governed by, and construed
in accordance with, the laws of the State of Georgia without regard
to its conflicts of laws principles.
(e) This First Amendment may be executed in any number of
counterparts, each of which shall be deemed an original and all of
which shall constitute one and the same instrument.
(f) If any provision of this First Amendment is for any reason
held to be ineffective, unenforceable or illegal, such condition
shall not affect the validity or enforceability of any of the
remaining portions hereof; provided, further, that the parties shall
negotiate in good faith to replace any ineffective, unenforceable or
illegal provision with an effective replacement as soon as is
practical.
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*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
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IN WITNESS WHEREOF, LICENSORS and COMPANY have each executed this First
Amendment through an authorized officer as of the date first written above.
EMORY UNIVERSITY
By: /s/ John L. Temple
------------------------------------
John L. Temple
Its: Executive Vice President
UNIVERSITY OF GEORGIA RESEARCH
FOUNDATION, INC.
By: /s/ Joe L. Key
------------------------------------
Joe L. Key
Its: Executive Vice President
TRIANGLE PHARMACEUTICALS, INC.
By: /s/ David W. Barry
------------------------------------
David W. Barry
Its: Chairman and Chief Executive Officer
[SIGNATURE PAGE TO FIRST AMENDMENT]
