Letter Amendment



 EXHIBIT 10.24 
  

					
	 	 	Novel Therapies Improving Lives        	  	 601 Gateway Blvd., Suite 800 South
 San Francisco, CA 94080

	 	 	 	  	t: 650 228 1800
	 	 	 	  	 f: 650 228 1088
 www.novacea.com


  
 

 
  
 Confidential 
  
 November 21, 2005 
  
 Mr. Arundeep S. Pradhan 
 Director of Technology Research 
 Collaborations Oregon Health Sciences 
 University 
 Mail code: AD 120 
 2525 SW First Avenue, Suite 120 
 Portland, OR 97201 
  
 Re: Amendment to June 21, 2001 Agreement (OHSU Tech ID 413 License Amendment) 
  
 Dear Arun: 
  
 In going back through our files I realized that we have yet to finalize the changes to the
June 27, 2001 Exclusive License Agreement (the “Agreement”) that have been discussed with your office over the course of the past year. More specifically: 
  
 Articles 1 and 3: As you know, [*] the Agreement lacks a definition of “Knowhow” and there is no express license to Novacea
covering this unpatented data. As a result, we’ve proposed that “Licensed Knowhow” shall be included in the Article 2 Definitions and be defined as: 
  
 2.12 
 “...all proprietary information, methods, processes, techniques, data and biologic materials (including, without limitation, pre-clinical and clinical data) which are in the possession of or controlled by OHSU during the term of this









 
Agreement, which OHSU is free to license or sublicense, and which is necessary or useful for the manufacture, use or sale of a Licensed Product in the Field
or to practice any Licensed Process in the Field in the Licensed Territory. Except as otherwise expressly agreed by the parties, the license to Novacea of Licensed Knowhow set forth above shall not obligate OHSU to conduct additional research or
otherwise initiate any action with respect to the creation of new Licensed Knowhow. 
  
 We would then revise Section 3.01 to add “and Licensed Knowhow” after the words “Licensed Patent Rights” in line three. We would also revise Section 3.04 to add “and Licensed Knowhow” after
“Licensed Patent Rights” in lines three and four. 
  
 Section 5.01: Add “Licensed Knowhow” after the words “Licensed Patent Rights” in line three. 
  
 Section 5.02: While this clause may be appropriate in a license covering a proprietary composition of matter, it is problematic with respect to a method patent - as
DN-101 lacks composition of matter coverage and can lawfully be manufactured anywhere. We would like to delete this. 
  
 Section 6.02(b): Pursuant to my discussions with Jessica Zeaske and Mary Foley, we have proposed that this sub-section be written as follows: 
  
 “In the event that any Licensed Product or practice of Licensed Process incorporates
other patent rights or rights in other intellectual property for which royalties are due by Licensee, then Licensee shall not be required to stack its royalty payments, and [*] percent ([*]%) of such royalties may be offset against earned royalties
due to OHSU, provided that the amount to be paid under the paragraph 6.02(a) shall not be less than [*] percent ([*]%) of Net Sales of the Licensed Products or Licensed Processes.” 
  
 Sections 11.02-11.04: Add reference to “or interference proceedings” following the references to “infringement action”
to assure that Novacea’s rights and responsibilities extend to such proceedings. 
  
 Appendix A: Updated to reflect current status. 
  

If the foregoing if acceptable to you, please countersign the attached duplicate original of this letter and return it my attention. If you have any questions, please
feel free to give me a call. 
  
 Regards,

  

	
	 /s/ Brad Goodwin


	 Brad Goodwin

	 CEO


  

 [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.








 Agreed this        day of November, 2005

  

	
	 /s/ Arundeep S. Pradhan



  
 OREGON HEALTH AND SCIENCE UNIVERSITY 
  

	By:	Arundeep Pradhan 

  

	Its:	Director, Technology & Research Collaborations 

  
 CC: Paul Westberg (Novacea); Ed Albini (Novacea); Mary Foley, PhD (OHSU) 








			
	OHSU Tech ID 413 License Amendment	  	11/8/2005

  
 Appendix A 
  
 Patent Status for Technology Disclosure
413, “Pulse Doses of Vitamin D and Analogues as Anticancer Therapy”—as of 11/8/2005 
  

													
	 Patent Appl
 Type

	  	 Country

	  	 File Dat

	  	 Serial No.

	  	 Patent No

	  	 Patent Status

	  	 Legal Ref.


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 [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.