EXHIBIT 10.2
SECOND AMENDMENT TO LICENSE AGREEMENT
This Second Amendment to License Agreement ("Second Amendment") is entered
into as of July 10, 2000, by and between 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 ("LICENSOR"), and amends certain terms
of that certain License Agreement, dated as of April 17, 1996, as amended
pursuant to a First Amendment to License Agreement entered into as of May 6,
1999 (said License Agreement and First Amendment being collectively referred to
as the "Agreement"), between LICENSOR and COMPANY.
RECITALS:
A. LICENSOR and COMPANY have previously entered into the Agreement,
pursuant to which LICENSOR has licensed certain patent rights and know-how to
COMPANY with respect to FTC.
B. LICENSOR and COMPANY desire to amend certain terms of the Agreement as
set forth in this Second Amendment.
NOW, THEREFORE, for good and valuable consideration, COMPANY and LICENSOR
hereby agree as follows:
1. Definitions. All terms used in this Second Amendment and not otherwise
defined herein shall have the same meanings ascribed to them in the
Agreement.
2. Amendment. Section 1.12 of the Agreement is hereby deleted and replaced
as follows:
1.12 "Licensed Compound" or "FTC" shall mean: (a) the (-) enantiomer
with the chemical name (2R-cis)-4-amino-5-fluoro-1-[2-(hydroxymethyl)-1,3-
oxathiolan-5-yl]-2(1H)-pyrimidinone; (b) any mixture of the (-) enantiomer
described in Subsection 1.12(a) and the (+) enantiomer with the chemical
name (2S-cis)-4-amino-5-fluoro-1-[2-(hydroxymethyl)-1,3-oxathiolan-5-yl]-
2(1H)-pyrimidinone, *** ; (c) any salts, esters (including, but not
limited to, all 5(1) phosphate esters) and N alkylated derivatives of any
of the foregoing; or (d) any and all polymorphs, hydrates and solvates of
any of the foregoing. "Licensed Compounds" shall mean all of the
foregoing.
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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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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 Second Amendment, constitutes
the entire agreement between LICENSOR 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 Second Amendment, the provisions of this Second
Amendment shall govern and control.
(d) This Second 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 Second 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 Second 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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IN WITNESS WHEREOF, LICENSOR and COMPANY have each executed this Second
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
TRIANGLE PHARMACEUTICALS, INC.
By: /s/ David W. Barry
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David W. Barry
Its: Chairman and Chief Executive Officer
[SIGNATURE PAGE TO SECOND AMENDMENT]
