**Exhibit 10.39**

** **

**ADDENDUM**

** **

**to**

 

**DEVELOPMENTAND LICENSE AGREEMENT dated 25th January, 2000 betweenTITAN PHARMACEUTICALS, INC. and SCHERING AKTIENGESELLSCHAFT**

 

THIS ADDENDUM ismade the 25th day of February 2004 (the “Effective Date”) between TITANPHARMACEUTICALS, INC., a corporation organized and existing under the laws ofthe State of Delaware and having its principal place of business at 400 OysterPoint Boulevard, Suite 505, South San Francisco, California 94080 (“Titan”) andSCHERING AKTIENGESELLSCHAFT, a corporation organized and existing under thelaws of Germany and having its principal place of business at Muellerstrasse178, D-13342 Berlin, Germany (“Schering”).

 

WHEREAS:

 

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

 

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

 

(C)           Titanhas performed certain development tasks that were not allocated to Titanpursuant to the Agreement, and Schering has made certain payments to Titan withrespect to such development tasks.

 

(D)          Scheringhas agreed to make further payments to Titan with respect to certain otherdevelopment tasks that were not allocated to Titan pursuant to the Agreementbut were performed by Titan in 2003.

 

(E)           Titanand Schering wish to enter into negotiations to provide for the re-allocationof certain other development tasks under the Agreement.

 

NOW THEREFORE THEPARTIES AGREE AS FOLLOWS:

 

1.                                       Titanhereby acknowledges receipt of the sum of $718,845.38 (seven hundred and eighteenthousand eight hundred and forty-five dollars and thirty-eight cents) (the “FirstPayment”) as part payment for those development activities listed in theAppendix to this Addendum (the “Listed Activities”).  Titan and Schering hereby acknowledge that afurther sum of $936,688.48 (nine hundred and thirty-six thousand six hundredand eighty eight dollars and forty-eight cents) (the “Second Payment”) ispayable to Titan for the balance of the Listed Activities not already paid forby Schering.

 

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2.                                       Withinfourteen (14) days of signature by both Parties of this Addendum, and inconsideration of the performance by Titan in 2003 of those Listed Activitiesfor which payment has not yet been made, Schering shall pay to Titan the SecondPayment.  Such payment shall be in fulland final settlement of any claims that Titan may have for payment arising outof the performance of the Listed Activities.

 

3.                                       Promptly after signature by both Partiesof this Addendum, Schering and Titan agree to enter into good faithnegotiations with a view to agreeing upon a revised allocation of developmenttasks between Schering and Titan under the Agreement no later than three monthsafter the Effective Date.

 

4.                                       Except as expressly provided herein, thisAddendum is not intended to amend any terms of the Agreement which are herebyaffirmed by the Parties.

 

IN WITNESS WHEREOFTitan and Schering have caused this Addendum to be executed as of the datefirst 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                                  |
|                                                        |                                           |                      |  |  |  |  |  |  |  |

 

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**SECONDADDENDUM**

 

**to**

 

**DEVELOPMENTAND LICENSE AGREEMENT dated 25th****January, 2000 betweenTITAN PHARMACEUTICALS, INC. and SCHERING AKTIENGESELLSCHAFT**

 

THISSECOND ADDENDUM is made the        day of                   2005(the “EffectiveDate”) betweenTITAN PHARMACEUTICALS, INC., a corporation organized and existing under thelaws of the State of Delaware and having its principal place of business at 400Oyster Point Boulevard, Suite 505, South San Francisco, California 94080 (“Titan”)and SCHERING AKTIENGESELLSCHAFT, a corporation organized and existing under thelaws of Germany and having its principal place of business at Muellerstrasse178, D-13342 Berlin, Germany (“Schering”).

 

WHEREAS:

 

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

 

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

 

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

 

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

 

(E)           Titan and Schering wish to enter intonegotiations to provide for Titan to perform certain Schering-reimburseddevelopment tasks in the period after September 30 2004 as hereinafterdescribed.

 

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

 

1.                                       In consideration of the development tasksperformed 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

 

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

 

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

 

3.                                       Within fourteen (14) days of signature byboth Parties of this Addendum, Schering shall pay to Titan the Payment.  Such payment shall be in full and final settlementof any claims that Titan may have for payment arising out of the performance ofthe Development Tasks between January 1, 2004 and September 30 2004but shall be without prejudice to any claims by either Party arising out of theperformance of any other development tasks by Titan after September 302004.

 

3.                                       Promptly after signature by both Parties ofthis Second Addendum, Schering and Titan agree to enter into good faithnegotiations with a view to agreeing upon the terms on which Titan shall carryout development tasks under the Agreement with effect from after September 302004, such terms to be agreed no later than three months after the EffectiveDate of this Second Addendum.

 

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

 

INWITNESS WHEREOF Titan and Schering have caused this Second Addendum to beexecuted 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                            |
|                                             |                                       |  |  |  |  |  |

 

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