Exhibit 10.18


 


SEVENTH AMENDMENT TO AGREEMENT


 


This is the seventh
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 seventh amendment is to
extend the Research Program Term through November 5, 2002, and to [***].


 


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 parties agree that the Research Program
Term is extended through November 5, 2002, and the parties agree that
[***] FTE’s 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 seventh 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 and the third amendment
dated November 18, 1999, the fourth amendment dated March 3, 2000,
the fifth amendment dated November 6, 2000, the sixth amendment dated January 5,
2001, and this seventh 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, fifth, sixth and
seventh 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 2, 2001.


 




	
  MERCK &
  CO., INC.

  	
   

  	
  AXYS
  PHARMACEUTICAL, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
     [illegible]

  	
   

  	
  By:

  	
     [illegible]

  
	
   

  	
  [illegible],
  Senior Vice President

  	
   

  	
   

  	
   

  
	
   

  	
  Merck
  Research Laboratories

  	
   

  	
   

  	
   

  






 






[***] 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.


 


1

















 


ATTACHMENT 2.1


 


RESEARCH PROGRAM


 


The work outlined below, shall be initiated
during [***], and shall be completed by [***].


 


	
  1.

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  a.

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  b.

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  c.

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  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.


 


2

















 


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.


 


3

















 


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.


 


4

















 


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.


 


5

















 


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.


 


6