Exhibit 10.39


 


ADDENDUM


 


to


 


DEVELOPMENT
AND LICENSE AGREEMENT dated 25th January, 2000 between

TITAN PHARMACEUTICALS, INC. and SCHERING AKTIENGESELLSCHAFT


 


THIS ADDENDUM is
made the 25th day of February 2004 (the “Effective Date”) between TITAN
PHARMACEUTICALS, INC., a corporation organized and existing under the laws of
the State of Delaware and having its principal place of business at 400 Oyster
Point Boulevard, Suite 505, South San Francisco, California 94080 (“Titan”) and
SCHERING AKTIENGESELLSCHAFT, a corporation organized and existing under the
laws of Germany and having its principal place of business at Muellerstrasse
178, D-13342 Berlin, Germany (“Schering”).


 


WHEREAS:


 


(A)          Titan
and Schering are parties to a Development and License Agreement dated 25th
January, 2000 (the “Agreement”) under which Titan granted to Schering an
exclusive, worldwide license under certain patents and know-how to use,
develop, manufacture, have manufactured, market, sell, import for sale and
distribute a composition consisting of neo-natal human retinal pigment
epithelial cells on microcarriers.


 


(B)           The Agreement provided for Titan and
Schering to cooperate in the development of Compound and Product as therein
defined, and allocated certain development tasks to each party.


 


(C)           Titan
has performed certain development tasks that were not allocated to Titan
pursuant to the Agreement, and Schering has made certain payments to Titan with
respect to such development tasks.


 


(D)          Schering
has agreed to make further payments to Titan with respect to certain other
development tasks that were not allocated to Titan pursuant to the Agreement
but were performed by Titan in 2003.


 


(E)           Titan
and Schering wish to enter into negotiations to provide for the re-allocation
of certain other development tasks under the Agreement.


 


NOW THEREFORE THE
PARTIES AGREE AS FOLLOWS:


 


1.                                       Titan
hereby acknowledges receipt of the sum of $718,845.38 (seven hundred and eighteen
thousand eight hundred and forty-five dollars and thirty-eight cents) (the “First
Payment”) as part payment for those development activities listed in the
Appendix to this Addendum (the “Listed Activities”).  Titan and Schering hereby acknowledge that a
further sum of $936,688.48 (nine hundred and thirty-six thousand six hundred
and eighty eight dollars and forty-eight cents) (the “Second Payment”) is
payable to Titan for the balance of the Listed Activities not already paid for
by Schering.


 





















 


2.                                       Within
fourteen (14) days of signature by both Parties of this Addendum, and in
consideration of the performance by Titan in 2003 of those Listed Activities
for which payment has not yet been made, Schering shall pay to Titan the Second
Payment.  Such payment shall be in full
and final settlement of any claims that Titan may have for payment arising out
of the performance of the Listed Activities.


 


3.                                       Promptly after signature by both Parties
of this Addendum, Schering and Titan agree to enter into good faith
negotiations with a view to agreeing upon a revised allocation of development
tasks between Schering and Titan under the Agreement no later than three months
after the Effective Date.


 


4.                                       Except as expressly provided herein, this
Addendum is not intended to amend any terms of the Agreement which are hereby
affirmed by the Parties.


 


IN WITNESS WHEREOF
Titan and Schering have caused this Addendum to be executed as of the date
first above written.


 


 


	
  SCHERING
  AKTIENGESELLSCHAFT

  	
  TITAN
  PHARMACEUTICALS, INC.

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
  By:

  	
    

  	
  /s/ Dr. Barbara Putz

  	
   

  	
  By:

  	
   

  	
  /s/ Richard C. Allen,
  Ph.D.

  	
   

  
	
  Name: Dr. Barbara Putz

  	
  Name: Richard C. Allen,
  Ph.D.

  
	
  Title:   Head Corporate Clinical Development

  	
  Title: Exec. Vice
  President Cell Therapy

  
	
  Date:   02/25/04

  	
  Date:  02/19/04

  
	
   

  	
   

  	 

	
   

  	
   

  	 

	
  By:

  	
    

  	
  /s/ Sven Natseh

  	
   

  
	
  Name:   Sven
  Natseh

  
	
  Title: 

  	
  Controller

  
	
  Date: 

  	
  03/11/04

  
										



 





















SECOND
ADDENDUM


 


to


 


DEVELOPMENT
AND LICENSE AGREEMENT dated 25th January, 2000 between

TITAN PHARMACEUTICALS, INC. and SCHERING AKTIENGESELLSCHAFT


 


THIS
SECOND ADDENDUM is made the        day of                   2005
(the “Effective  Date”) between
TITAN PHARMACEUTICALS, INC., a corporation organized and existing under the
laws of the State of Delaware and having its principal place of business at 400
Oyster Point Boulevard, Suite 505, South San Francisco, California 94080 (“Titan”)
and SCHERING AKTIENGESELLSCHAFT, a corporation organized and existing under the
laws of Germany and having its principal place of business at Muellerstrasse
178, D-13342 Berlin, Germany (“Schering”).


 


WHEREAS:


 


(A)          Titan and Schering are parties to a
Development and License Agreement dated 25th January, 2000 (the “Agreement”) under which
Titan granted to Schering an exclusive, worldwide license under certain patents
and know-how to use, develop, manufacture, 
have manufactured, market, sell, import for sale and distribute a composition
consisting of neo-natal human retinal pigment epithelial cells on
microcarriers.


 


(B)           The Agreement provided for Titan and Schering
to cooperate in the development of Compound and Product as therein defined, and
allocated certain development tasks to each party.


 


(C)           Titan and Schering entered into an Addendum
to the Agreement on 25th
February, 2004 (the “First Addendum”), under which Schering agreed to make certain
payments to Titan for development tasks undertaken by Titan in 2003 outside the
scope of Titan’s obligations under the Agreement.


 


(D)          Titan has performed certain additional
development tasks between January 1, 2004 and September 30 2004. In
consideration of the performance of such development tasks and in consideration
of certain other covenants contained in this Second Addendum, Schering has
agreed to make further payments to Titan as hereinafter described.


 


(E)           Titan and Schering wish to enter into
negotiations to provide for Titan to perform certain Schering-reimbursed
development tasks in the period after September 30 2004 as hereinafter
described.


 


NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:


 


1.                                       In consideration of the development tasks
performed by Titan between January 1 2004 and September 30 2004,
brief details of which are set out in the Appendix to this Second Addendum (the
“Development Tasks”), and in consideration of the


 





















 


covenants contained in this Second Addendum, Schering
hereby agrees to pay to Titan the sum of $959,615.00 (nine hundred and fifty
nine thousand six hundred and fifteen dollars) (the “Payment”).


 


2.                                       Titan hereby acknowledges that the Payment
includes reimbursement to Titan for certain payments to be made by Titan to
third party academic institutions for the performance of research activities
relating to the Compound or the Product, as defined in the Agreement.  A list of the third party agreements is set
out in the Appendix to this Second Addendum. 
Titan further undertakes and covenants to disclose and make available to
Schering without delay all results arising out of such third party agreements,
and further undertakes, if so requested by Schering, to assign its interest in
such third party agreements to Schering. 


 


3.                                       Within fourteen (14) days of signature by
both Parties of this Addendum, Schering shall pay to Titan the Payment.  Such payment shall be in full and final settlement
of any claims that Titan may have for payment arising out of the performance of
the Development Tasks between January 1, 2004 and September 30 2004
but shall be without prejudice to any claims by either Party arising out of the
performance of any other development tasks by Titan after September 30
2004.


 


3.                                       Promptly after signature by both Parties of
this Second Addendum, Schering and Titan agree to enter into good faith
negotiations with a view to agreeing upon the terms on which Titan shall carry
out development tasks under the Agreement with effect from after September 30
2004, such terms to be agreed no later than three months after the Effective
Date of this Second Addendum.


 


4.                                       Except as expressly provided herein, this
Addendum is not intended to amend any terms of the Agreement or the First
Addendum, the terms of which are hereby affirmed by the Parties.


 


IN
WITNESS WHEREOF Titan and Schering have caused this Second Addendum to be
executed as of the date first above written.


 


 


	
  SCHERING
  AKTIENGESELLSCHAFT

  	
  TITAN
  PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Barbara Putz

  	
   

  	
  By:

  	
  /s/ Sunil Bhonsle

  	
   

  
	
  Name:
  Dr. Barbara Putz

  	
  Name:
  SUNIL BHONSLE

  
	
  Title:
  Head Corporate Clinical Development

  	
  Title:   Exec. VP & COO

  
	
  Date:
  

  	
  Date:    Jan 31, 2005

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Rupert Sandbrink

  	
   

  
	
  Name:
  RUPERT SANDBRINK

  
	
  Title:
  Head, Med Dev Sth Europe

  
	
  Date:
  19 Jan 05