Exhibit 10.16


 


FIFTH AMENDMENT TO AGREEMENT


 


This is the fifth amendment to the Research
Collaboration and License Agreement between MERCK & CO., INC., a
corporation organized and existing under the laws of New Jersey (“MERCK”) and
ARRIS PHARMACEUTICAL CORPORATION, a corporation organized and existing under
the laws of Delaware, now known as Axys Pharmaceuticals, Inc- (“Axys”) made as
of November 6, 1996 (the “Agreement”). The purpose of this fifth amendment
is to extend the research term of the collaboration through November 5,
2001.


 


1.             In accordance with
the provisions of Section 2.8 and Section 5.2(d) of the
Agreement and subject to MERCK’s right to terminate the Research Program and
the Agreement in accordance with Section 8.2, the Research Program Term is
extended through November 5, 2001 and the parties agree that [***] FTEs will
be required during the period [***] payable at an annual rate of [***]  per FTE.


 


2.             Attachment 2.1
setting forth the Research Program is hereby amended to include the additional
work set forth in the attachment to this fifth amendment.


 


3.             Capitalized terms
used and not otherwise defined herein shall have the respective meanings set
forth in the Agreement. The Agreement, together with the first amendment dated February 9,
1998, the second amendment dated November 5, 1998, the third amendment
dated November 18, 1999, the fourth amendment dated March 3, 2000 and
this fifth amendment contain the entire understanding of the parties with
respect to their subject matter. All express or implied agreements and
understandings, either oral or written, heretofore made are expressly merged in
and made a part of the Agreement as amended by the first, second, third, fourth
and fifth amendments. All other terms and conditions of the Agreement, as
amended, continue in full force and effect. The Agreement and its amendments
may be amended, or any term thereof modified, only by a written instrument duly
executed by both parties hereto.


 


IN WITNESS WHEREOF, the parties have entered
into this Amendment as of November, 2000.


 


	
  MERCK &
  CO., INC.

  	
  AXYS
  PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  
	
  BY:

  	
   

  	
   

  	
  BY:

  	
  /s/MICHAEL
  C. VENUTI 11/6/00

  
	
   

  	
   

  	
  Michael C.
  Venuti, Ph.D.

  
	
   

  	
   

  	
  Sr. VP
  Research, Chief Technical

  
	
   

  	
   

  	
  Officer

  
					



 


 






[***] indicates material that
has been omitted pursuant to a request for confidential treatment. The omitted
material has been filed separately with the Securities and Exchange Commission.


 

















 


ATTACHMENT 2.1


 


RESEARCH PROGRAM


 


The work outlined below, initiated [***], and
completed by November 5, 2001.


 


	
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  a.

  	
   

  	
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  [***]

  
	
   

  	
   

  	
   

  
	
  d.

  	
   

  	
  [***]

  



 






[***] indicates material that has been
omitted pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.


 

















 


APPENDIX A


 


[***]


 






[***]
indicates material that has been omitted pursuant to a request for confidential
treatment. The omitted material has been filed separately with the Securities
and Exchange Commission.


 

















 


APPENDIX B


 


[***]


 






[***]
indicates material that has been omitted pursuant to a request for confidential
treatment. The omitted material has been filed separately with the Securities
and Exchange Commission.


 

















 


APPENDIX C


 


[***]


 






[***]
indicates material that has been omitted pursuant to a request for confidential
treatment. The omitted material has been filed separately with the Securities
and Exchange Commission.


 

















 


APPENDIX D


 


[***]


 






[***]
indicates material that has been omitted pursuant to a request for confidential
treatment. The omitted material has been filed separately with the Securities
and Exchange Commission.