Exhibit 10.19


 


EIGHTH AMENDMENT TO AGREEMENT


 


This is the eighth 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 eighth amendment is to extend the Research Program Term
through February 5, 2003,


 


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 February 5, 2003, and the
parties agree that [***] FTE’s will be required during the period [***],
payable pro-rata at an annual rate of [***] per FTE.


 


2.                                       Attachment 2.1
setting forth the Research Program is hereby amended to include the revised
Work Plan set forth in the attachment to this Eighth Amendment. The parties
agree that the [***] FTE’s provided for in this Amendment will be required to
complete the Work Plan by February 2, 2003.


 


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, the fifth amendment dated November 10, 2000, the sixth amendment
dated January 5, 2001, the seventh amendment dated November 3, 2001
and this eighth 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, seventh and eighth 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
the date of the last party to sign below.


 




	
  MERCK & CO., INC,

  	
   

  	
  AXYS PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/ Kathleen Metters

  	
   

  	
  BY:

  	
  [illegible signature]

  
	
  TITLE:

  	
  Vice President

  	
   

  	
  TITLE:

  	
  General Manager

  
	
  DATE:

  	
  Nov. 8, 2002

  	
   

  	
  DATE:

  	
  11/20/02

  






 






[***] 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


 


Axys and Merck shall use commercially
reasonable efforts to complete the work outlined below by February 5, 2003,
which work was initiated during [***].


 


	
  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.


 

















 


Attachment 2.1


Research Program


 


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.


 


2

















 


Attachment 2.1


Research Program


 


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.


 


3

















 


Attachment 2.1


Research Program


 


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.


 


4

















 


Attachment 2.1


Research Program


 


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.


 


5