Exhibit 10.13


 


SECOND AMENDMENT TO AGREEMENT


 


This is the
second 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 second amendment is
to extend the Research Program Term in accordance with Section 2.8 of the
Agreement, and to amend Section 1.23(a)(iv) of the Agreement.


 


1.               In
accordance with Section 2.8 of the Agreement, the Research Program Term is
extended for one additional year, through November 5, 1999. Reference is
made to Section 5.2(C) of the Agreement.  The parties agree that a [***] FTEs will be
required during the period [***] and that [***] FTEs will be required during
the [***] the Research Program Term, i.e., from [***], the [***].


 


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


 


3.               Section 1.23(a)(iv) is
hereby amended to read in its entirety as follows:


 


[***]


 


4.               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, and
this second amendment, contain 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 and second amendments.  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 executed this Amendment as of November 5, 1998.


 


	
  MERCK & CO., INC.

  	
   

  	
  AXYS PHARMACEUTICAL, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Bennett Shapiro

  	
   

  	
  By:

  	
  /s/Daniel Petree

  
	
   

  	
  Bernard W. Shapiro, M.D.

  	
   

  	
   

  	
  Daniel H. Petree

  
	
   

  	
  Executive Vice President

  	
   

  	
   

  	
  President &

  
	
   

  	
  Merck Research Laboratories

  	
   

  	
   

  	
  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.


 


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ATTACHMENT 2.1


 


RESEARCH PROGRAM


 


	
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  2.

  	
   

  	
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  3.

  	
   

  	
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  4.

  	
   

  	
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  5.

  	
   

  	
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  6.

  	
   

  	
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  7

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  a.

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  b.

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  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.


 


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APPENDIX A-1


 


[***]


 






[***] 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.


 


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APPENDIX A-2


 


[***]


 






[***] 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.


 


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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.


 


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APPENDIX C-1


 


[***]


 






[***] 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.


 


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APPENDIX C-2


 


[***]


 






[***] 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.


 


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