Exhibit 10.12


 


AMENDMENT TO AGREEMENT


 


This is an 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”).


 


1.             Section 2.8 of
the Agreement is hereby amended to read in its entirety:  “Research Program Term.  Except as otherwise provided herein, the term
of the Research Program shall commence on the Effective Date and continue for a
period of two years (or for three or more years if extended as provided below
in this Section 2.8) (the “Research Program Term”),
except that MERCK may terminate the Research Program and this Agreement in
accordance with Section 8.2.  The
parties by mutual written agreement executed by authorized representatives may
extend the Research Program Term for one or more additional years.  Upon extension of the Research Program Term,
if applicable, Attachment 2.1 setting forth the Research Program shall be
amended in writing by mutual agreement.”


 


2.             Section 5.2 of
the Agreement is hereby amended by adding a new subsection (d) as follows:  “(d) For Each Other
Additional Year of the Research Program Term:  If the Research Program Term is extended for
a Fourth or more additional Years as set forth in Section 2.8 above,
payments for the Fourth Year and for each other additional year shall equal
[***] per required FTE.”


 


3.             All references in the
Agreement to ARRIS or to Arris shall be deemed references to Axys.  All references in the Agreement to Arris
Pharmaceutical Corporation shall be deemed references to Axys Pharmaceuticals, Inc.


 


4.             Section 9.7 of
the Agreement is hereby amended to substitute the following new address of Axys
for the former address of Arris:


 


Axys Pharmaceuticals, Inc.

180 Kimball Way

South San Francisco, California  94080

Attention:  President, Chief Operating
Officer

Telecopier No.:  650/829-1001


 


5.             Capitalized terms
used and not otherwise defined herein shall have the respective meanings set
forth in the Agreement.  The Agreement,
together with this 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.  This Agreement 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 executed this Amendment as of February 9, 1998.


 


	
  MERCK & CO., INC.

  	
   

  	
  AXYS PHARMACEUTICAL, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Bennett M. Shapiro

  	
   

  	
  By:

  	
  /s/ Daniel H. Petree

  	
   

  
	
   

  	
  Bennett M. Shapiro

  	
   

  	
   

  	
  Daniel H. Petree

  	
   

  
	
   

  	
  Executive Vice President

  	
   

  	
   

  	
  President &

  	
   

  
	
   

  	
  Worldwide Basic Research

  	
   

  	
   

  	
  Chief Operating 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.