Exhibit 10.14


 


THIRD AMENDMENT TO AGREEMENT


 


This is the third 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 third amendment is to
extend the Research Program Term through November 5, 2000, 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 Research Program Term is extended through November 5, 2000, and the
parties agree that [***] FTEs will be required during the period [***].  The FTEs for the period [***] shall be payable
at an annual rate of [***] per FTE. The FTEs for the period [***] shall be
payable at an annual rate of [***] per FTE.


 


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 third 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 this third 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 and third 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 18 November, 1999.


 


	
  MERCK & CO., INC.

  	
   

  	
  AXYS PHARMACEUTICAL, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Roger M. Perlmutter, M.D., Ph.D

  	
   

  	
  By:

  	
  /s/ John P. Walker

  
	
   

  	
  Roger M. Perlmutter, M.D., Ph.D.

  	
   

  	
   

  	
  John P. Walker

  
	
   

  	
  Executive Vice President

  	
   

  	
   

  	
  Chairman

  
	
   

  	
  Worldwide Basic Research

  	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
  And Preclinical Development

  	
   

  	
   

  	
   

  



 






[***] 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


 


ATTACHMENT 2.1


 


RESEARCH  PROGRAM


 


The work outlined below,
initiated [***], will be completed by November 5, 2000.


 


	
  1.

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  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