<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 1, 1995
SEQUUS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-15847 94-3031834
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
960 Hamilton Court
Menlo Park, CA 94025
(Address of principal executive offices
and zip code)
Registrant's telephone number, including
area code: (650) 323-9011
(former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
On January 1, 1995, SEQUUS Pharmaceuticals, Inc., a Delaware corporation
("SEQUUS"), entered into a Master Research Services and License Agreement (the
"Agreement") with Yissum Research Development Company of the Hebrew University
("Yissum"). Pursuant to this Agreement, Yissum has granted SEQUUS an exlusive
license to patents relating to the technology used in SEQUUS' DOXIL product and
Yissum will perform a specified research program relating to SEQUUS' DOXIL
product and STEALTH technology. SEQUUS and Yissum Research Development Company
of the Hebrew University amended the agreement on May 2, 1995, September 11,
1996 and June 1, 1998.
A copy of the Agreement and the amendments thereto are attached hereto as
Exhibits 10.29, 10.30, 10.31 and 10.32 and are incorporated herein by reference.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
- -------------------------
10.29* Master Research Services and License Agreement dated as of January 1,
1995, by and among SEQUUS Pharmaceuticals, Inc. and Yissum Research
Development Company of the Hebrew University and exhibits thereto.
10.30* Amendment I: Specified License Agreement dated as of May 2, 1995, by and
among SEQUUS Pharmaceuticals, Inc. and Yissum Research Development
Company of the Hebrew University.
10.31* Amendment II: Specified Research Agreement dated as of September 11,
1996, by and among SEQUUS Pharmaceuticals, Inc. and Yissum Research
Development Company of the Hebrew University.
10.32* Amendment to Agreement dated as of June 1, 1998, by and among SEQUUS
Pharmaceuticals, Inc. and Yissum Research Development Company of the
Hebrew University.
* Confidential treatment requested.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SEQUUS PHARMACEUTICALS, INC.
Dated: December 17, 1998 By: /s/ John Richard
--- ----------------
Name: John Richard
Title: Executive Vice President of Business
Development
<PAGE>
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
----------- ----
10.29* Master Research Services and License Agreement
dated as of January 1, 1995, by and among
SEQUUS Pharmaceuticals, Inc. and
Yissum Research Development Company
of the Hebrew University and exhibits thereto.
10.30* Amendment I: Specified License Agreement dated
as of May 2, 1995, by and among SEQUUS
Pharmaceuticals, Inc. and Yissum Research
Development Company of the Hebrew University.
10.31* Amendment II: Specified Research Agreement dated
as of September 11, 1996 by and among SEQUUS
Pharmaceuticals, Inc. and Yissum Research
Development Company of the Hebrew University.
10.32* Amendment to Agreement dated as of June 1, 1998,
by and among SEQUUS Pharmaceuticals, Inc. and
Yissum Research Development Company of the
Hebrew University.
* Confidential treatment requested.
<PAGE>
EXHIBIT 10.29
[*]= 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.
MASTER RESEARCH SERVICES AND LICENSE AGREEMENT
----------------------------------------------
This Master Research Services and License Agreement ("Agreement") is made this
1st day of January 1995 ("Effective Date") by and between YISSUM RESEARCH
DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM of 46 Jabotinsky
Street, Jerusalem (hereinafter referred to as "Yissum") and LIPOSOME TECHNOLOGY,
INC., A Delaware Corporation, of 960 Hamilton Court, Menlo Park, California
94025 (hereinafter referred to as "LTI").
WHEREAS Yissum is willing to perform the Research as set out in the Research
Program for LTI for good and valuable consideration, as hereinafter
defined;
AND
WHEREAS LTI has previously retained Yissum to perform research services and
clinical trials for good and valuable consideration under a number of
agreements which are enumerated in Exhibit A (the "Exhibit
Agreements") attached hereto and included herein by reference;
AND
WHEREAS Certain provisions of the Exhibit A Agreements are potentially
conflicting and therefore represent a possible undesirable source of
controversy between Yissum and LTI in the future;
AND
WHEREAS LTI and Yissum wish to clarify their mutual understanding with respect
to definitions and rights and obligations of the parties under the
Exhibit A Agreements;
AND
WHEREAS LTI and Yissum agree that terms and conditions of this Master Research
Services and License Agreement shall provide a complete and exclusive
statement of all rights and obligations of the parties one to the
other and shall supersede any and all prior and/or contemporaneous
agreement, correspondence, discussions, representations,
understandings or agreements, including the terms of the Exhibit A
Agreements, whether written or oral, with respect to the subject
matter of the Exhibit A Agreements and this Agreement;
AND
[*]= CONFIDENTIAL TREATMENT REQUESTED
1.
<PAGE>
WHEREAS As of the date of the Effective Date of this Master Research Services
and License Agreement, the Exhibit A Agreements are terminated as
further set forth in this Agreement hereunder;
NOW, THEREFORE, LTI AND YISSUM AGREE AS FOLLOWS:
ARTICLE I. DEFINITIONS
-----------------------
1.1 Master Agreement. The term "Master Agreement" shall mean this Master
----------------
Research Services and License Agreement which incorporates the current
Research Program. This Master Agreement contains terms intended to be
incorporated into Specific License Agreements and/or Specific Research
Agreements which the parties may concurrently and/or subsequently enter
into.
1.2 Yissum Personnel. The term "Yissum Personnel" shall mean any person or
----------------
employee in an agency or private contracting relationship with Yissum
including without limitation [*], who is identified as the Principal
Investigator in performance of the research services.
1.3 LTI Liaison. The term "LTI Liaison" shall refer to persons designated by
-----------
LTI and identified in Specific Research Agreements.
1.4 Deliverables. The term "Deliverables" shall mean the data, reports and the
------------
like, which are not Inventions and are not patentable, developed and
produced during performance of the Research Program to be provided by
Yissum to LTI at such times as are specified in the Specific Research
Agreement (as hereinafter defined).
1.5 Research Program. The term "Research Program" shall mean the statements of
----------------
purpose, objectives, approach, tasks, Deliverables, and time frame for
transmittal of Deliverables to LTI and for completion of the services
contemplated hereunder which have been developed by the parties and
incorporated into Specific Research Agreements. Realizing that the
Research Program may be amended from time to time to more fully achieve the
objectives contemplated hereunder as set out in the Agreement, the
"Research Program" shall refer to the then current authorized Research
Program. The current Research Program is described in Exhibit B.
1.6 The Exhibit "A" Agreements shall mean all agreements signed between the
--------------------------
parties until the Effective date of this Agreement, as described in Exhibit
A.
1.7 LTI Proprietary Technology. The term "LTI Proprietary Technology" shall
--------------------------
mean and include any and all information, know-how, trade secrets,
formulations, liposome compositions, methods, inventions, patents and
patent applications, copyrightable subject matter, including without
limitation technical specifications respecting process and products,
reports, documents, drawings, oral communications, and samples and test
materials owned or controlled solely by LTI and provided by LTI to Yissum
Personnel during the course of this Agreement. It is agreed that Yissum
shall use LTI Proprietary
[*]= CONFIDENTIAL TREATMENT REQUESTED
2.
<PAGE>
Technology solely for purposes contemplated by this Agreement. LTI
Proprietary Technology shall not include information which is in the public
domain.
1.8 Invention. The term "Invention" shall mean any discovery conceived and
---------
reduced to practice during performance of the Research Program. An
Invention may be made by Yissum Personnel, by LTI Personnel, or jointly by
the parties and ownership shall be assigned in accordance with Article 3.3.
1.9 License Patent. The term "License Patent" shall mean all patents issuing
--------------
from patent applications, continuation-in part or divisional applications,
claiming an Invention conceived and reduced to practice during performance
of a Research Program, in which at least one inventor is obligated to
assign his rights to Yissum.
1.10 Confidential Information. The term "Confidential Information" shall
------------------------
include both "LTI Confidential Information" and "Yissum Confidential
Information."
(a) LTI Confidential Information shall include all oral or written
information pertaining to LTI Proprietary Technology that is disclosed
by LTI to Yissum, excluding the following:
(i) information known to Yissum prior to receipt from LTI as
evidenced by Yissum's written records;
(ii) information disclosed to Yissum by a third party not under an
obligation of confidentiality to LTI;
(iii) information that is, or which becomes, publicly known;
(iv) information that is approved for disclosure by the prior
written consent of LTI; and
(v) information that is identified in writing by LTI as non-
confidential.
(b) Yissum Confidential Information shall include all oral or written
information pertaining to Yissum Proprietary Technology that is
disclosed by Yissum to LTI, excluding the following:
(i) information known to LTI prior to receipt from Yissum as
evidenced by Yissum's written records;
(ii) information disclosed to LTI by a third party not under an
obligation of confidentiality to Yissum;
(iii) information that is, or which becomes, publicly known;
(iv) information that is approved for disclosure by the prior
written consent of Yissum; and
[*]= CONFIDENTIAL TREATMENT REQUESTED
3.
<PAGE>
(v) information that is identified in writing by Yissum as non-
confidential.
1.11 Budget and Payment Schedule. "Budget and Payment Schedule" shall mean
---------------------------
Yissum's research budget and a schedule of LTI's payment obligations to
Yissum. The current Budget and Payment Schedule is described in Exhibit B.
1.12 Specific License Agreement. The term "Specific License Agreement" shall
--------------------------
mean any license agreement pursuant to Articles IV and V of this Master
License Agreement which specifies particular patents, royalties, and other
terms.
1.13 Specific Research Agreement. The term "Specific Research Agreement" shall
---------------------------
mean any subsequent research services agreement pursuant to Article II of
this Master Agreement specifying a Research Program, a Research Period, a
Budget and Payment Schedule, a Research Fee, and a schedule of
Deliverables.
1.14 Research Period. The term "Research Period" shall mean the period of time
---------------
over which a Research Program is planned to be carried out. The period of
time shall be specified in a schedule. The current Research Period is
described in Exhibit B.
1.15 Research Fee. The term "Research Fee" shall mean the fee paid by LTI to
------------
Yissum in consideration for Yissum's performance of the Research Program.
The Research Fee shall be paid according to the Budget and Payment
Schedule.
1.16 Net Sales. The term "Net Sales" shall mean gross invoice sales price
---------
received by LTI or a sublicensee of LTI for sales of Licensed Product, less
the sum of the following deductions: cash, trade discounts; sales, use,
tariff, import/export duties or other excise taxes; transportation and
handling charges and allowances, and credits to customers due to rejections
or returns. Net Sales denominated in all currencies other than U.S.
dollars will be translated into U.S. dollars, as determined by LTI for
incorporation into its financial statements and shall comply with generally
accepted accounting principles.
1.17 Yissum Proprietary Technology. The term "Yissum Proprietary Technology"
-----------------------------
shall mean and include any and all information, know-how, trade secrets,
formulations, liposome compositions, methods, inventions, patents and
patent applications, copyrightable subject matter, including without
limitation technical specifications respecting process and products,
reports, documents, drawings, oral communications, and samples and test
materials owned or controlled solely by Yissum and provided by Yissum to
LTI Personnel during the course of this Agreement. It is agreed that LTI
shall use Yissum Proprietary Technology solely for purposes contemplated by
this Agreement. Yissum Proprietary Technology shall not include
information which is in the public domain.
1.18 Licensed Product. The term "Licensed Product" shall mean any product or
----------------
component thereof the manufacture, use or sale of which would constitute an
infringement of any claim in a License Patent but for a license granted.
1.19 First Commercial Sale. The term "First Commercial Sale" shall mean the
---------------------
first sale of a Licensed Product.
[*]= CONFIDENTIAL TREATMENT REQUESTED
4.
<PAGE>
ARTICLE II - THE RESEARCH AND ITS PERFORMANCE
---------------------------------------------
2.1 This Master Agreement includes the current Research Program, which is
described in Exhibit B. It is anticipated that future Specific Research
Agreements will be added to the Master Agreement by amendment from time to
time.
2.2 LTI hereby undertakes to finance performance of the Research Program and
Yissum takes it upon itself to procure the performance of the Research
Program (hereinafter - "the Research") in the University, all as provided
below in this Agreement.
2.3 Yissum shall procure the conduct of the Research in accordance with the
Research Program during the Research Period and in accordance with the
other terms and conditions as provided in Exhibit B or subsequent Specific
Research Agreements. LTI is entitled to request that Yissum add to or
introduce changes in the Research during the course of the Research,
subject to Yissum's written consent thereto which shall not be unreasonably
withheld, provided that such additions or changes as aforesaid are
coordinated a reasonable time in advance and also provided that the
Research Fee as defined hereunder is adjusted to the satisfaction of
Yissum.
The parties hereto may, from time to time, extend the scope of the Research
by amending or adding additional research services and by adding additional
Specific Research Agreements, which after being signed by the parties
hereto, shall be deemed to be governed by the terms of this Master
Agreement.
2.4 Yissum may extend the Research Period as detailed in Exhibit B or any
subsequent Specific Research Agreement for a period of up to ninety (90)
days by written notice given to LTI at least thirty (30) days prior to the
expiration of the Research Period.
2.5 LTI may apply to Yissum for an extension of the Research Period as detailed
in Exhibit B or any subsequent Specific Research Agreement for a period of
ninety (90) days, provided that written notice thereof is given to Yissum
at least thirty (30) days prior to the expiration of the Research Period
and provided that the parties shall have reached an agreement in writing
regarding the amount of the supplemental finance, if any, payable by LTI to
Yissum during the extension pursuant to this clause.
2.6 If the Research Period is extended pursuant to the provisions of clauses
2.3 and/or 2.4 above, the provisions of this agreement shall apply to the
additional period, mutatis mutandis.
2.7 From time to time during the Research Period or of the period extended as
per section 2.3 or section 2.4, Yissum shall provide Deliverables to LTI in
such specificity and format as the parties shall agree. Payment of funds
under Specific Research Agreements are expressly conditioned upon the
delivery and approval by LTI of such Deliverables, which approval shall not
be unreasonably withheld.
Deliverables for the current Research Program are as described in Exhibit
B. All such Deliverables have been provided to LTI to LTI's full
satisfaction.
[*]= CONFIDENTIAL TREATMENT REQUESTED
5.
<PAGE>
For the avoidance of doubt, it is hereby expressly acknowledged and agreed
that the Master Agreement in general and this clause in particular shall
not constitute an obligation and/or confirmation on the part of Yissum that
any results and/or conclusions will be achieved in consequence of the
performance of the Research and/or that an Invention may be developed as a
result thereof.
2.8 LTI may at any time during the Research Period obtain any information
relating to the Research's performance from Yissum, including plans and
documents relating thereto. LTI's representative may attend the site where
the Research is being carried out, provided that the time of such visit is
coordinated in advance with Yissum.
2.9 In consideration for the performance of the Research and in order to
finance it, LTI undertakes to pay Yissum a Research Fee in the amount
detailed in the Budget and Payment Schedule. The Research Fee shall be
paid to Yissum at the times, in installments and in accordance with the
other terms and conditions detailed in Exhibit B or in any subsequent
Specific Research Agreement.
2.10 Should the Research Period be extended as detailed in clause 2.3 and 2.4
above and/or for any other reason, the parties shall determine by agreement
the supplemental finance, if any, for the period of the extension and such
fee, if any, shall be added to the Research Fee. The terms and conditions
of the Agreement shall apply, mutatis mutandis, to the supplemental
Research Fee.
2.11 The Deliverables provided during performance of the Research Program shall
be available for use by LTI in the course of its business.
2.12 Yissum shall have the right to use the Deliverables as long as it does not
breach its confidentiality undertakings hereunder or its other obligations
specified in the Master Agreement or amendments thereof.
ARTICLE III - INVENTIONS AND PATENTS
------------------------------------
3.1 Yissum Personnel shall promptly provide LTI with a complete written
disclosure of any Invention conceived or discovered in performance of the
Research Program. If LTI reasonably requires further information, LTI
shall inform Yissum in writing within twenty (20) days of receiving the
Invention disclosure. After receiving such request, Yissum shall provide
LTI with the required information within twenty (20) days.
3.2 LTI shall, upon reviewing such Invention disclosure, determine whether or
not to file a patent application on the Invention described in such
Invention disclosure to be done by a counsel selected by and working for
LTI. LTI's choice of counsel shall be subject to approval by Yissum, which
approval shall not be withheld unreasonably. LTI shall give written notice
to Yissum of its decision within forty five (45) days of the receipt of the
Invention disclosure, or within thirty (30) days of LTI having received
from Yissum such additional information as LTI may reasonably require to
reach an informed decision, whichever comes later. Failure by LTI to give
written notice shall be deemed as notification that LTI does not wish to
file and/or prosecute such patent application, and
[*]= CONFIDENTIAL TREATMENT REQUESTED
6.
<PAGE>
the right to the Invention shall revert exclusively to Yissum, LTI shall
have no further right therein, and the provisions of clause 3.4 hereunder
shall apply.
LTI or LTI's patent counsel shall provide Yissum with copies of all
relevant patent prosecution documentation for review by Yissum or Yissum's
patent counsel. Such copies shall be provided to Yissum a reasonable time
for review before filing of the documentation. LTI or LTI's counsel shall
confer with Yissum on all such matters materially related to the
preparation, filing, and prosecution and maintenance of patent applications
and patents under this clause 3.2 and shall give due consideration to
recommendations by Yissum regarding such matters. Yissum agrees to keep
all information relating to patent prosecution, including all
documentation, confidential.
In the event that LTI decides to discontinue any prosecution of a patent
application based upon a Yissum Invention disclosure, LTI shall cooperate
in transferring all relevant patent prosecution documents to Yissum, and
the right to the Invention shall revert exclusively to Yissum, LTI shall
have no further right therein, and the provisions of clause 3.4 hereunder
shall apply.
3.3 LTI and Yissum acknowledge and agree that title to any Invention or patent
resulting from an Invention made solely by Yissum personnel shall vest in
Yissum that title to any Invention or patent resulting from an Invention
made solely by LTI Personnel shall vest in LTI, and that title to
Inventions and patents resulting from Inventions made jointly by Yissum
Personnel shall vest jointly in Yissum and LTI.
3.4 Yissum may elect to file and prosecute a patent application on an Invention
made by Yissum Personnel or jointly by Yissum Personnel and LTI Personnel
or to disburse, commercialize or deal with such Invention as Yissum seems
fit and in Yissum's own discretion, should LTI determine not to file or not
to continue prosecution of a patent application. In such case, filing and
prosecution shall be made from Yissum's fund.
LTI shall grant Yissum a perpetual world-wide royalty-free exclusive
license in respect of such joint application and Yissum will have full
right and authority to transfer, disburse or deal with such joint
application as Yissum seems fit and in Yissum's sole discretion.
Yissum shall retain full rights to any Invention in respect of which LTI
decides not to file a patent application.
3.5 LTI shall pay all costs associated with the filing and prosecution of any
patent application which LTI has determined to make.
ARTICLE IV - OPTION TO LICENSE
------------------------------
4.1 LTI shall have an irrevocable option to obtain an exclusive license to
make, have made, use, and sell any License Product covered by a License
Patent the title to which shall rest solely in Yissum or jointly in LTI and
Yissum.
[*]= CONFIDENTIAL TREATMENT REQUESTED
7.
<PAGE>
4.2 The option granted hereunder shall be exercisable by written notice to
Yissum ("Option Notice") within one year from the filing date of the patent
application.
4.3 Should the Option Notice not be received by Yissum within the period set
out above, Yissum will be entitled to grant exclusive or nonexclusive
licenses pertaining to the License Patent to third parties, and LTI hereby
undertakes to cooperate in any reasonable manner required in granting such
licenses.
LTI shall grant Yissum a perpetual world-wide royalty-free exclusive
license in respect of such License Patents, the title to which shall rest
jointly in LTI and Yissum, and Yissum will have full right and authority to
transfer, disburse or deal with such License Patents as Yissum seems fit
and in Yissum's sole discretion.
4.4 After exercising an option pursuant to section 4.1, LTI shall exercise
reasonable due diligence to develop and market products using the
technology claimed in a License Patent. LTI shall provide Yissum with such
progress reports on development and marketing activities as shall be agreed
in the Specific License Agreement contemplated by section 5.2 hereinbelow.
ARTICLE V - ROYALTIES AND FEES
------------------------------
5.1 Royalty and fees provisions for Amendment I: Specific License Agreement,
which is executed concurrently with this Master Agreement, will incorporate
the terms of this Master Agreement, except that any conflicting provisions
in Amendment I: Specific License Agreement shall supersede this Article V
hereinbelow.
5.2 This Article V shall be strictly applied to any Specific License Agreement
executed subsequently to the Master Agreement.
5.3 Upon exercise of LTI's option for an exclusive license as set forth in 4.2
above, the parties will enter into good faith negotiations of the terms of
a Specific License Agreement, containing usual and customary business terms
to be agreed upon between the parties.
It is hereby specifically provided that the royalties payable to Yissum for
an exclusive license shall be not more than [*] and not less than [*] of
Net Sales of Licensed Product, taking into account any and all business
considerations, including but not limited to: the commercial value relative
to competitive products; the type of invention and breadth of claims; the
marketing exclusivity afforded to LTI by virtue of the license; the
particular market involved; joint inventorship by employees or agents of
LTI; the existence of third party patents with claims related to the
Licensed Product; and other LTI trade secrets or proprietary technology
required for the manufacture, use, or sale of a Licensed Product.
Failing an agreement between the parties on the amount of royalties, the
amount shall be determined, within the above minimum and maximum amounts,
by the arbitrator provided for in Article X hereunder.
[*]= CONFIDENTIAL TREATMENT REQUESTED
8.
<PAGE>
5.4 In the event that LTI licenses to a third party the right to manufacture
and market a Product claimed in a License Patent, LTI shall pay to Yissum
[*] of all benefit or consideration received by LTI from the third party.
It shall be LTI's obligation to inform the third party of this agreement
with Yissum, to provide a mechanism for ensuring that Yissum receives
sufficient accounting of the royalty obligation of the third party, and to
provide that, should LTI cease to exist for any reason, the obligation of
such third party to Yissum shall survive.
5.5 LTI shall pay Yissum royalties on a quarterly basis. Payments shall be due
within two calendar months of the end of any quarter in which royalties are
payable. All royalties shall be payable in U.S. funds.
5.6 Yissum shall be entitled to royalties from the date of First Commercial
Sale on any Licensed Product sold whose composition, method of manufacture,
or method of use is claimed in a License Patent. Royalty payments accruing
before issuance of a License Patent shall be paid within thirty (30) days
of patent issuance.
ARTICLE VI. PUBLICATION AND PRESENTATION
-----------------------------------------
6.1 LTI acknowledges that a basic objective of research activities performed by
Yissum and Yissum Personnel is the generation and dissemination of new
knowledge, and the commercialization thereof.
6.2 Yissum acknowledges that a basic objective of sponsorship by LTI of the
Research Program is the generation of data and results for LTI's
legitimate business interests. Yissum further acknowledges that worldwide
patent protection on Inventions may be obtained only if patent applications
are filed before Inventions are publicly disclosed, either orally or in
written form.
6.3 Before oral or written disclosure of data and results from performance of
the Research Program, Yissum Personnel shall submit copies of any proposed
presentation or written abstract or manuscript to LTI at least forty-five
(45) days in advance of disclosure to a third party. LTI shall respond to
Yissum in writing within fifteen (15) days of receipt of said proposed
presentation or written publication. LTI may request an additional delay
of up to forty-five (45) days in the presentation or submission to perform
whatever action LTI deems necessary to protect its legitimate business
interests.
6.4 Publication by either party of research performed hereunder shall give
proper credit to the other party, unless that party requests that it not be
given credit.
6.5 Publications may be co-authored by Yissum Personnel and LTI Personnel
consistent with reasonable professional standards for determining
authorship.
6.6 LTI reserves the right to co-author oral or written disclosures by Yissum
of data and results obtained in performance of the Research Yissum Program
toward which the Company has given substantial scientific contribution.
[*] =CONFIDENTIAL TREATMENT REQUESTED
9.
<PAGE>
6.7 In the event that LTI declines to exercise its option to obtain a license
to an Invention under clause 4.2, LTI shall submit copies of any proposed
presentation or written abstract or manuscript describing any aspect of the
subject Invention to Yissum for Yissum's prior review and approval.
ARTICLE VII. CONFIDENTIALITY
-----------------------------
7.1 Yissum Personnel shall not disclose LTI Confidential Information to a third
party without the written permission of LTI. LTI shall not disclose Yissum
Confidential Information to a third party without the written permission of
Yissum.
7.2 In the event that Yissum acquires full rights to any Invention pursuant to
section 3.4 or section 4.3, LTI shall refrain from publicly disclosing any
Confidential Information directly related to such Invention for one (1)
year from the date on which Yissum acquires the full rights. Should Yissum
desire an extension of the confidentiality period beyond one (1) year,
Yissum shall request such an extension in writing, which request shall not
be unreasonably refused by LTI.
ARTICLE VIII. TERM AND TERMINATION
-----------------------------------
8.1 This Agreement shall be effective as of the Effective Date and continue in
effect through December 31, 2004, unless sooner terminated by the parties,
except that Specific License Agreements pursuant to this agreement may
expire at a later date.
8.2 Either party shall have the right to terminate this Agreement by providing
ninety (90) days written notice to the other party.
8.3 Termination of this Agreement shall not release either party from any
theretofore accrued obligation including but not limited to performance of
any then current Research Program and payment of any Research Fee. It is
understood and agreed that such obligations shall survive termination of
this Agreement by either party hereto.
8.4 The Exhibit "A" Agreements are hereby terminated and have no further force
or effect, with the exception of the following clauses:
(a) Article 12 (Confidential Information) of the 1985 Agreement.
(b) Article 7 (Confidential Information) of the 1987 Agreement.
(c) Article 11 (Confidential Information) of the 1988 Agreement.
8.5 Specific License Agreements incorporated into this Master License Agreement
as amendments shall be terminable only under the provisions of the Specific
License Agreements. If this Master License Agreement is terminated prior
to termination of a Specific License Agreement, portions of this Master
License Agreement may be applied so as to give continuing meaning and
effect to the Specific License Agreement.
[*] =CONFIDENTIAL TREATMENT REQUESTED
10.
<PAGE>
ARTICLE IX. MISCELLANEOUS
--------------------------
9.1 LTI shall not use the name of Yissum in advertising or sales material
without the prior written consent of Yissum. LTI reserves the right to use
the name of Yissum in disclosures required by Federal securities laws.
9.2 LTI agrees to hold Yissum harmless from any and all liability, including
claims of personal or property injury or damage, product liability or any
other kind arising form LTI's use of the results under this Agreement.
9.3 Any notices given under this Agreement shall be in writing and delivered by
telefax with a copy thereof delivered by certified mail, postage prepaid,
addressed to the parties as follows:
If to LTI: Liposome Technology, Inc.
Attn: Corporate Secretary
960 Hamilton Court
Menlo Park, California 94025
Telefax: 415/323-9106
If to Yissum: Yissum Research Development Company
of the Hebrew University of Jerusalem
Attention: Mr. Uri Litvin
46 Jabotinsky Street
PO Box 4279
Jerusalem 91042, Israel
Telefax: 972-2-660331
9.4 Neither party shall assign this Agreement to another without the prior
written consent of the other party, unless such assignment is to a
successor to all the business and assets of the transferor or to an
affiliate (where an affiliate is an entity that either owns at least 51% of
LTI or an entity that is at least 51% owned by LTI); provided that such
successor or affiliate shall agree in writing with the other party to
assume all obligations of the transferor under this Agreement in a manner
satisfactory to the other party.
9.5 Yissum and LTI are independent contractors and neither is an agent, joint
venturer, or partner of the other.
9.6 Force Majeure. A party shall not be liable for non-performance or delay in
-------------
performance caused by any event reasonably beyond the control of such party
including, but not limited to, war, hostilities, revolutions, riots, civil
commotion, national emergency, epidemics, fire, flood, earthquake, force of
nature, explosion, embargo, or any law, proclamation, regulation,
ordinance, or other act of any court, government, or governmental agency.
9.7 This Agreement represents the entire agreement and understanding between
the parties with respect to the subject matter of this Agreement and the
Exhibit A Agreements and supersedes any prior and/or contemporaneous
correspondence, discussions,
[*] =CONFIDENTIAL TREATMENT REQUESTED
11.
<PAGE>
representations, negotiations, understandings or agreements, whether
written or oral, of the parties regarding the subject matter of this
Agreement and the Exhibit A Agreements.
9.8 Amendments and changes to this Master Agreement shall be of no force or
effect unless they are in writing and signed by duly authorized
representatives of the parties.
9.9 Captions in this Master Agreement are for information only.
ARTICLE X: ARBITRATION
-----------------------
10.1 Any controversy or claim arising out of or relating to this Master
Agreement or amendments thereof shall be settled by the following
procedures:
(a) Either party may send the other written notice identifying the matter
in dispute and involving the procedures of this Article X.
(b) Within fourteen (14) days after such written notice is given, one or
more principals of each party shall meet in a mutually agreeable
location for the purpose of determining whether they can resolve the
dispute themselves by written agreement, and, if not, whether they can
agree upon a third-party impartial arbitrator (the "Arbitrator") to
whom to submit the matter in dispute for final and binding
arbitration.
(c) If the parties fail to resolve the dispute by written agreement or
fail to agree on the Arbitrator, Yissum or LTI may make application to
an impartial Arbitrator in London, England who will decide the
controversy under the law of Great Britain.
10.2 If the parties proceed under Section 10.1(b) or (c), the following
procedures will be used:
(a) Within thirty (30) days of the selection of the Arbitrator, the
parties shall meet at a place and time designated by the Arbitrator
after consultation with the parties, and present their respective
positions on the dispute. Each party shall have no longer than one
(1) day to present its position, the entire proceedings before the
Arbitrator shall be no more than three (3) consecutive days, and the
award shall be made in writing no more than thirty (30) days following
the end of the proceeding. Such award shall be a final and binding
determination of the dispute.
(b) The prevailing party (as determined by the Arbitrator) shall in
addition be awarded by the Arbitrator such party's own attorney's fees
and expenses in connection with such proceeding. The non-prevailing
party (as determined by the Arbitrator,) shall pay the Arbitrator's
fees and expenses.
ARTICLE XI: NOTICE
-------------------
In the event that either party desires to terminate specific rights of the
other party as a consequence of such other party's failure to exercise its
rights under specific provisions of
this Agreement or amendments thereof, including but not limited to failure
to comply
[*] =CONFIDENTIAL TREATMENT REQUESTED
12.
<PAGE>
with the specified notice periods of sections 2.4, 2.5, 3.2, or 4.4, the
party wishing to terminate rights must provide a Notice to the other party
specifying the provision and rights involved. Upon receipt of such Notice,
the other party shall have 10 (ten) business days to exercise its rights
under the provision.
IN WITNESS WHEREOF, the parties hereto have caused this Master Research Services
and License Agreement to be duly executed as of the day and year first written
above.
LIPOSOME TECHNOLOGY, INC. YISSUM RESEARCH DEVELOPMENT COMPANY
BY: /s/ Sally A. Davenport BY: /s/ Moshe Vigdor
--------------------------- -----------------------------
TITLE: Corporate Secretary TITLE: Managing Director Emeritus
------------------------ ---------------------------
DATE: May 2, 1995 DATE:_____________________________
------------------------
_______________________________
Attachments:
Exhibit A: Prior Agreements Between LTI and Yissum
Exhibit B: Current Research Program, i.e., (a) Exhibit "B" - Research Protocol
EXM-60, (b) Exhibit "C" - Research Protocol EXM-61, (c) Exhibit "D" Budget, (d)
Addendum No. 1 (EXM-76-LTI-93) - Letter of June 9, 1993, (e) Addendum No. 1 to
EXM-60-61 - Scope of Work, (f) EXM-LTI-76-94 - Research Protocol, (g) EXM-LTI-
76-94 - Budget.
[*] =CONFIDENTIAL TREATMENT REQUESTED
13.
<PAGE>
Exhibit A
---------
PRIOR AGREEMENTS BETWEEN LTI AND YISSUM/1/
<TABLE>
<CAPTION>
Type of Agreement (EXM #) DESCRIPTION
- ------------------------- -----------
<S> <C>
License and Clinical Trial Initial clinical trials of [*] formulation.
Agreement (EXM-05)
Letter Agreement (EXM-07) Continuation of clinical trials.
Research Services (EXM-08) [*] methods and stability and toxicity characterization
of such [*].
Extramural R&D (EXM-09) Analytical and toxicity studies of [*].
Research Services (EXM-22) Measurement of [*] and development of [*] technique for
preparing [*].
Extramural Service (EXM-33) [*] of [*] and other drugs.
Extramural Service (EXM-35) [*] formulations.
Extramural Service (EXM-42) Formulating [*] and providing analytical support for [*]
studies of [*] formulations.
Extramural Service (EXM-48) Support of clinical studies of [*] and initiation of
clinical study of [*].
Extramural R&D (EXM-50) [*] for treating [*] and [*].
</TABLE>
____________________
/1/ Copies of all agreements listed in this Exhibit A have been provided to Mr.
Uri Litvin, Managing Director, Yissum Research Development Company.
[*] =CONFIDENTIAL TREATMENT REQUESTED
14.
<PAGE>
Exhibit B
---------
CURRENT RESEARCH PROGRAM
a) Exhibit B - Research Protocol EXM-60 (3 pages).
b) Exhibit C - Research Protocol EXM-61 (1 page).
c) Exhibit D - Budget (1 page).
d) Addendum No 1 (EXM-76-LTI-93) - letter of June 9, 1993 (1 page).
e) Addendum No. 1 to EXM-60-61 - Scope of Work (1 page).
f) EXM-LTI-76-94 - Research Protocol (2 pages).
g) EXM-LTI-76-94 - Budget (1 page).
[*] =CONFIDENTIAL TREATMENT REQUESTED
15.
<PAGE>
EXHIBIT 10.30
[*]= 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.
AMENDMENT I: SPECIFIC LICENSE AGREEMENT
In accordance with article 4 and article 5 of the Master Agreement between
Yissum and LTI effective as of the date first written above, the parties agree
to amend the Master Agreement as follows:
1. Definitions
-----------
1.1 For the purposes of this Amendment, "Licensed Patents" shall mean the
following five U.S. patents and any and all non-U.S. counterparts thereof
and "Licensed Patent" shall mean any one of the following U.S. patents or
any non-U.S. counterpart thereof:
[*]
1.2 For the purposes of this Amendment, "Licensed Product" shall mean any
product or component thereof the manufacture, use or sale of which would
constitute an infringement of any claim in a Licensed Patent but for the
license granted herein. DOXIL(R) (DOX-SL(TM)) is a Licensed Product under
this amendment.
1.3 For the purposes of this Amendment, "Net Sales" shall mean gross invoice
sales price received by LTI or a sublicensee of LTI for sales of Licensed
Product, less the sum of the following deductions: cash, trade discounts;
sales, use, tariff, import/export duties or other excise taxes;
transportation and handling charges and allowances, and credits to
customers due to rejections or returns. Net Sales denominated in all
currencies other than U.S. dollars will be translated in U.S. dollars, as
determined by LTI for incorporation into its financial statements and shall
comply with generally accepted accounting principles.
2. Grant of License
----------------
2.1 Yissum grants to LTI an exclusive, worldwide license to make, have made,
use, and sell any Licensed Product.
2.2 Yissum also grants to LTI the right to issue sublicenses to products
incorporating License Patents contemplated by this Amendment. LTI shall
pay to Yissum royalties for such sublicenses in accord with section 3.2
hereof.
3. Royalties
---------
3.1 LTI shall pay to Yissum a royalty of [*] of Net Sales of any Licensed
Product sold by LTI or its affiliates.
[*] =CONFIDENTIAL TREATMENT REQUESTED
1.
<PAGE>
3.2 In the event that LTI sublicenses to a third party the right to manufacture
and market a Product claimed in a License Patent, LTI shall pay to Yissum
[*] of all benefit or consideration received by LTI from the third party.
3.3 LTI shall pay Yissum royalties on a quarterly basis. Payments shall be due
within two calendar months of the end of any quarter in which royalties are
payable. All royalties shall be payable in U.S. funds.
4. Infringement
------------
4.1 In the event that a Licensed Patent is infringed by an third party, LTI
shall have the sole right, but not the obligation, to institute, prosecute
and control any action or proceeding with respect to such infringement, by
counsel of its own choice, including any declaratory judgment action
arising from such infringement, provided however, that upon LTI failing to
exercise such right, Yissum shall have the right to institute such an
action or proceeding as it may be advised. All damages or other monetary
awards made or recovered in favor of LTI shall be subject to a payment to
Yissum of [*] of the recovery by LTI (minus out-of-pocket expenses), or [*]
of the total award, whichever is less. All damages or other monetary
awards made or recovered in favor of Yissum shall belong solely to Yissum.
5. Records and Reports
-------------------
5.1. LTI will notify Yissum within thirty (30) days of the date of the first
commercial sale of a Licensed Product, and thereafter shall do the
following:
5.2 LTI shall keep full, true, and accurate books and records of accounts
containing all particulars necessary to show and compute all amounts
payable to Yissum under this Amendment. Said books of accounts shall be
kept at LTI's place of business for at least three (3) years following the
end of the calendar year or fiscal year to which they pertain and shall be
made available, at reasonable times, for inspection by a representative of
Yissum for purposes of verifying LTI's royalty statement and LTI's
compliance in other respects with this Amendment.
5.3 LTI shall deliver to Yissum simultaneously with the payment of royalties as
provided in Section 3 hereof a true and accurate report, giving such
particulars of the business conducted by LTI during the appropriate
calendar quarter under this Amendment as are pertinent to a royalty
accounting hereunder including, where applicable, the following: (a) all
License Products sold; (b) the total billings for License Products sold;
(c) the full supporting information for royalties received by LTI from a
sublicensee; (d) deductions applicable as provided in paragraph 1.3 hereof;
(e) total royalties due; and (f) the names of all sublicensees of LTI.
5.4 If no royalties are due for any calendar quarter, the report of LTI for
that quarter, attested by an authorized corporate officer, shall so state.
6. Term and Termination
--------------------
[*] =CONFIDENTIAL TREATMENT REQUESTED
2.
<PAGE>
6.1 This Amendment shall be effective through the life of the last to expire
Licensed Patent unless sooner terminated pursuant to the terms hereof.
6.2 Either party shall have the right to terminate this Amendment upon sixty
(60) days written notice to the other party in the event of any material
failure of that party to comply with any material term hereof, which
failure shall not have been remedied within sixty (60) days of delivery of
notice specifying the failure.
7. Warranty
--------
7.1 Yissum expressly warrants that it has the authority to bind [*], Jerusalem,
Israel to this Amendment. Further, Yissum agrees to indemnify LTI against
any damages or defense costs associated with any breach of aforesaid
warranty.
8. Miscellaneous
-------------
8.1 This Amendment and the portions of the Master Agreement incorporated herein
represent the entire agreement and understanding between the parties with
respect to the subject matter and supersede any prior and/or
contemporaneous discussions, representations, or agreements, whether
written or oral, of the parties regarding this subject matter. Further
amendments or changes shall be of no force unless they are in writing and
signed by duly authorized representatives of the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Specific License
Agreement to be duly executed as of the day and year first written above.
LIPOSOME TECHNOLOGY, INC. YISSUM RESEARCH DEVELOPMENT LIPOSOME TECHNOLOGY, INC.
BY: Sally A. Davenport BY: /s/ Uri Litvin, /s/ Moshe Vigdor
----------------------------- -------------------------------------
TITLE: Corporate Secretary TITLE: Managing Director
-------------------------- ------------------------------------
DATE: May 2, 1995 DATE: June 18, 1995
------------- ---------------
[*] =CONFIDENTIAL TREATMENT REQUESTED
3.
<PAGE>
EXHIBIT 10.31
[*]= 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.
AMENDMENT II: SPECIFIC RESEARCH AGREEMENT
Whereas Yissum Research and Development Company of the Hebrew University of
Jerusalem ("Yissum") and SEQUUS Pharmaceuticals, Inc. ("SEQUUS"; formerly
Liposome Technology, Inc.) are parties to a MASTER RESEARCH SERVICES AND LICENSE
AGREEMENT ("Master Agreement") entered into on or about January 1, 1995; and
Whereas the parties desire to continue a research program under the Master
Agreement;
Therefore, Yissum and SEQUUS agree as follows:
In accordance with article II of the Master Agreement, the parties agree to
amend the Master Agreement as follows:
1.1 Research Program. The Research Program is described in Appendix A:
"Proposal for EXM Studies for 1.7.96.-30.6.97.
1.2 Research Period. The Research Period shall be from July 1, 1996 through
June 30, 1997.
1.3 Research Fee. The Research Fee shall be [*].
1.4 Budget and Payment Schedule. The Budget and Payment Schedule shall be as
follows:
Upon signing: [*]
Upon receipt and approval of interim report: [*]
Upon receipt and approval of final report: [*]
1.5 Schedule of Deliverables
Interim report due: February 1997
Final report due: July 1997
IN WITNESS WHEREOF, the parties hereto have cause this Specific Research
Agreement to be duly executed.
SEQUUS PHARMACEUTICALS, INC. YISSUM RESEARCH DEVELOPMENT COMPANY
[*] =CONFIDENTIAL TREATMENT REQUESTED
1.
<PAGE>
By: /s/ Joseph J. Vallner By: /s/ Rueven Ron
-------------------------- ---------------------------------
Title: Sr V.P., R+D Title: Deputy Managing Director
----------------------- ------------------------------
Date: 9/11/96 Date: October 10th 1996
------------------------ -------------------------------
[*] =CONFIDENTIAL TREATMENT REQUESTED
2.
<PAGE>
Exhibit 10.32
[*]= 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.
AMENDMENT TO AGREEMENT
WHEREAS, YISSUM RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF
JERUSALEM of 46 Jabotinsky Street, Jerusalem, Israel (hereinafter referred to as
"Yissum") and SEQUUS PHARMACEUTICALS, INC. (formerly, Liposome Technology, Inc.
or "LTI"), a Delaware Corporation, of 960 Hamilton Court, Menlo Park, California
94025 (hereinafter referred to as "SEQUUS") previously entered into a certain
Master Research Services and License Agreement of January 1, 1995 (the
"Agreement");
AND WHEREAS, Yissum and SEQUUS now wish to clarify and amend the Agreement
by this instrument ("Amendment to Agreement") effective June 1, 1998 ("Effective
Date of Amendment to Agreement");
NOW THEREFORE, the parties hereto agree as follows:
1. Capitalized Terms: The terms capitalized in this Amendment to Agreement
-----------------
shall have the same meaning as specified in the Agreement.
2. Definition of "Sublicense": Sublicense shall mean the granting by SEQUUS to
-------------------------
a third party of the right to INDEPENDENTLY use a License Patent (i.e.,
technology licensed from Yissum). The term "INDEPENDENTLY" shall mean the
undertaking by a third party of all or substantially all of a product
development effort with no or with negligible assistance from SEQUUS. (For
example, SEQUUS has obtained an exclusive license to Technology for [*]. SEQUUS
uses this Technology to manufacture DOXIL and, appropriately, pays the Licensor
a royalty on product sales. SEQUUS has sublicensed this Technology to a third
party for the development of in vitro diagnostic products. SEQUUS receives
royalty payments on the sale of such diagnostic products and, appropriately,
shares its royalty payments with the Licensor.)
Conversely, the granting by SEQUUS to a third party of the right to assist
in the development, distribution, marketing, sale or manufacture of a
pharmaceutical product encompassing a License Patent, all or substantially all
of which product has been developed by SEQUUS, shall NOT constitute a Sublicense
as the term is used herein. By way of example, SEQUUS's agreement with
Schering-Plough for the distribution of DOXIL does not constitute a Sublicense.
Similarly, SEQUUS's agreement with [*] for the pharmaceutical development of a
[*] does not constitute a Sublicense.
3. Amendment of Clause 5.3 the Agreement: (the old Clause 5.3 is deleted) Upon
-------------------------------------
exercise of SEQUUS's option for an exclusive or a non-exclusive license as set
forth in 4.2 of the Agreement, the parties will enter into good faith
negotiations of the terms of a Specific License Agreement containing usual and
customary business terms to be agreed upon between the parties.
[*] =CONFIDENTIAL TREATMENT REQUESTED
1.
<PAGE>
The above terms and royalties will be determined at such time as the
business considerations specified below are known by the parties but in any case
not later than by the time of submission of NDA.
It is hereby specified that the royalties payable to Yissum for an
exclusive or a non-exclusive license shall be not more than [*] and not less
than [*] of Net Sales of Licensed Product, taking into account any and all
business considerations, including but not limited to: the commercial value
relative to competing products; the type of invention and breadth of claims; the
marketing exclusivity afforded to SEQUUS by virtue of the license; the
particular market involved; joint inventorship by employees or agents of SEQUUS;
the existence of third party patents with claims related to Licensed Product;
and other SEQUUS trade secrets or proprietary technology required for
manufacture, use, or sale of Licensed Product.
Failing an agreement between the parties on the amount of royalties, the
amount shall be determined, within the above minimum and maximum amounts, by the
arbitrator provided for in Article X of the Agreement.
Notwithstanding the above, SEQUUS will be entitled to exercise the option
for a nonexclusive license for "Yissum Technology" provided that, if SEQUUS
wants to obtain such nonexclusive license, Yissum may also use or sublicense (on
a nonexclusive basis) to a third party that Technology as well as applicable
"SEQUUS Technology" for the development of product(s) which do not compete with
"SEQUUS Products". Furthermore, provided that "SEQUUS Technology" is applicable
to development of product(s) with a third party and provided that such
product(s) do not compete with "SEQUUS Products", either party may request a
non-exclusive license to the other party's technology and such request shall not
be unreasonably withheld.
4. Royalties Payable to Yissum for Sublicense: For any Sublicense (as defined
------------------------------------------
in paragraph 1 of this Amendment to Agreement) granted by SEQUUS to a third
party, SEQUUS shall pay to Yissum [*] of all royalty and other financial
consideration and/or quid pro quo that SEQUUS may receive from such Sublicensee.
5. Consideration for Amendment to Agreement: Upon execution of this Amendment
----------------------------------------
to Agreement, SEQUUS shall pay Yissum the amount of [*] and hereby grants to
Yissum (for no additional consideration) the right to purchase [*] shares of
SEQUUS Common Stock at a share price of [*] per share (i.e., the closing price
of SEQUUS Common Stock on the Nasdaq national market system on [*]) in
accordance with the SEQUUS Consultant Stock Option Plan. The shares under the
above program to be issued upon the exercise of the stock option and the payment
of the share price will be ordinary shares of the Company with voting and equity
rights and all other rights not to be inferior than the current shares of the
Company.
6. Joint Inventions: Notwithstanding the terms of the Agreement, it is hereby
----------------
agreed that any Invention jointly conceived by SEQUUS and Yissum Personnel
acting as advisors to SEQUUS shall be joint inventions of Yissum and SEQUUS to
be governed by international patent law and practice that applies to jointly-
owned inventions.
[*] =CONFIDENTIAL TREATMENT REQUESTED
2.
<PAGE>
7. Potential for Additional Funding: If SEQUUS receives funding for the
--------------------------------
development (including the clinical development) of a product incorporating
"Yissum Technology", SEQUUS shall provide [*] as appropriate with an opportunity
to participate in the development activities provided that such activities are
under the control of SEQUUS and further provided that, at the sole discretion of
SEQUUS, it is determined that [*] have the capabilities to participate in a
timely manner in the development activities.
8. See 8 below
9. Entire Agreement: This Amendment of Agreement and the Agreement represent
----------------
the entire agreement and understanding between the parties with respect to the
subject matter and supersede any prior and/or contemporaneous discussions,
representations, or agreements, whether written or oral, of the parties
regarding the subject manner. Further amendments or changes shall be of no
force unless they are in writing and signed by duly authorized representatives
of the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Agreement to be duly executed as of the Effective Date of this Amendment to
Agreement.
YISSIM RESEARCH DEVELOPMENT COMPANY SEQUUS PHARMACEUTICALS, INC.
By: /s/ Moti Perlmutter By: /s/ I. Craig Henderson
------------------------------------- ----------------------------------
Moti Perlmutter, Managing Director I. Craig Henderson, M.D., Chairman
Director and CEO of the Board and CEO
Date: June 11, 1998 Date:________________________________
-----------------------------------
8. Research Funding. Per the letter from Dr, I. Craig Henderson to Mr. Moti
----------------
Perlmutter (a copy of which is attached hereto) Seques hereby undertakes and is
committed provide a combined total of a minimum amount not less than [*] for a
period of [*], to support research activities conducted in the laboratories of
[*], respectively, such funding to commence on the Effective Date of this
Amendment of Agreement.
[*] =CONFIDENTIAL TREATMENT REQUESTED
3.
<PAGE>
[Letterhead of Sequus Pharmaceuticals, Inc.]
June 4, 1998 Federal Express
---------------
Mr. Moti Perlmutter
Managing Director and CEO
Yissum Research Development Company
of the Hebrew University of Jerusalem
46 Jabotinsky Street
POB 4279
Jerusalem 91042, Israel
Re: Research Funding for the Laboratories of [*]
Dear Mr. Perlmutter:
This is to confirm that according to Clause 8 in the Amendment to Agreement
SEQUUS Pharmaceuticals, Inc. will provide a combined total of a minimum not less
than [*], for a period of [*], to support research activities conducted in the
laboratories of [*], respectively, such funding to commence on the Effective
Date of the Amendment to Agreement (i.e., the Amendment to the Master Research
and License Agreement between Yissum and SEQUUS). It is understood that the
precise funding commitment for any [*] during the [*] funding commitment period
shall be made no later than [*]. It is also understood that any such research
funding shall be governed by all applicable provisions of the January 1995
Master Research and License Agreement between the parties.
Please indicate your concurrence with this research funding arrangement by
signing below and returning one copy to me.
Sincerely,
SEQUUS Pharmaceuticals, Inc.
/s/ I. Craig Henderson
I Craig Henderson, M.D.
Chairman of the Board
Chief Executive Officer
Agreed: /s/ Moti Perlmutter Date: June 11, 1998
----------------------------------- ------------------
Mr. Moti Perlmutter, Managing Director and CEO
Yissum Research and Development Company
of the Hebrew University of Jerusalem
[*] =CONFIDENTIAL TREATMENT REQUESTED
