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Exhibit 10.1
AMENDMENT NO. 1 TO ALLIANCE AGREEMENT
BETWEEN
COVANCE INC. AND VARIAGENICS, INC.
This Amendment No. 1, effective September 1, 2000, is an Amendment to
the Alliance Agreement between Covance Inc., a Delaware corporation ("Covance"),
and Variagenics, Inc., a Delaware corporation ("Variagenics"), dated August 2,
1999 (the "Agreement"). Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in the Agreement.
WHEREAS, Variagenics and Covance wish to allocate additional personnel
to support the continued development of Variagenics Alliance Know-How and the
Alliance;
WHEREAS, to accomplish the foregoing, Variagenics and Covance desire to
amend the Agreement as reflected herein;
NOW, THEREFORE, in consideration of the mutual promises contained
herein, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
1. That Sections 3(a) and (b) be deleted in their entirety and replaced
in their entirety with the following:
(a) EMPLOYEES. Covance will fund [_________] full-time employees
("EMPLOYEES") at a rate of $[_______] per year per Employee,
which Employees will be employees of Variagenics. Payment for
each such Employee will be made quarterly ($[_________]),
beginning on the date each such Employee becomes fully dedicated
to supporting the Alliance. The Employees will be under the
control of Variagenics but shall at all times be fully dedicated
to supporting the Alliance. Variagenics will use its commercially
reasonable efforts to have Employees fully dedicated to
supporting the Alliance as soon as possible after execution of
this Agreement. Variagenics shall promptly provide to Covance the
names of such Employees. If any such Employee ceases being fully
dedicated to supporting the Alliance for any reason, Variagenics
shall promptly notify Covance of such event and use its
commercially reasonable efforts to replace any such Employee as
soon as possible, including the reassignment of other Variagenics
employees. The foregoing notwithstanding, the obligation of
Covance to provide the funding specified in this Section 3(a)
shall be abated (and an appropriate credit or refund shall be
made) when and for as long as an Employee position is not filled.
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Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Exchange Act.
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(b) VARIAGENICS FTEs. (i) As soon as practicable following
execution of this Agreement, Variagenics will fund and provide
[___________] ("FTE(s)") who shall, in the aggregate, be fully
dedicated to supporting the Alliance at a level equivalent to
the effort of [____] full-time individuals. These FTEs will be
employees of Variagenics and under the control of Variagenics.
2. That the phrase "[________] FTE" in the first line of Section
3(c)(ii) be deleted and replaced with the phrase "[___________] FTE."
All other terms and conditions set forth in the Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties have duly executed this Amendment
effective the day and year first above written.
COVANCE INC. VARIAGENICS, INC.
Name: /s/ Carl Ludvigsen Name: /s/ Taylor J. Crouch
Title: General Manager Title: President and CEO
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Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Exchange Act.
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