Letter Agreement, dated March 11, 2005 between Avecia Limited and Corgentech Inc



 EXHIBIT 10.41 
  
 [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 
  
 March 11, 2005 
  
 Malcolm Stewart 
 Vice President, DNA Medicines 
 Avecia Limited 
 Hexagon House, Blackley 
 Manchester M9 8ZS 
 England 
  

			
	Re:	 	Agreement between Corgentech Inc. and Avecia Limited, Dated December 27, 2004

  
 Dear Malcolm: 
  
 This letter will amend the Agreement dated December 27, 2004 between Corgentech Inc.
(“Corgentech”) and Avecia Limited (“Avecia”) as previously amended by the letter from Jack X. Regan to Kevin Cox dated March 4, 2005 (as amended, the “Agreement”). Except as expressly set forth in this letter, all other
terms of the Agreement shall remain unmodified and in full force and effect. 
  
 I. Amending Section 2.4. 
  
 Section 2.4 of the Agreement is
hereby amended by striking the section and replacing it with the following: 
  
 Upon completion of the Programme, but in no event later than April 30, 2005, Corgentech shall notify Avecia of its intention to continue future manufacturing and production of the Products at Avecia’s Grangemouth
facility (“Grangemouth”). In the event Corgentech notifies Avecia that Corgentech intends to continue future manufacturing and production at Avecia’s Grangemouth facility the parties shall negotiate in good faith an agreement
governing such production within [ * ] after such notification. In the event Corgentech notifies Avecia that it does not intend to continue production at Grangemouth, Avecia shall cooperate fully in the documentation of all manufacturing and
production processes related to the Programme and the manufacture of the Products, including the Technical Information (as defined below) (“the Technology Transfer Documentation”) and communication and delivery to Corgentech of the
Technology Transfer Documentation. As part of the Technology Transfer, Avecia: (a) will deliver all equipment and assets belonging to Corgentech to Corgentech’s facility or as it may direct, and (b) hereby grants to Corgentech a royalty-free,
irrevocable, perpetual, non-exclusive, world-wide license, with power to sub-license, under all New Intellectual Property owned by Avecia pursuant to Section 5.3 below to make, use, sell, offer for sale, import, keep and otherwise deal in the
Products. “Technical Information” shall include, but not be limited to, all know-how, experience, instructions, standards, methods, test and trial results, manufacturing processes, hazard assessments, registration data, quality control
standards, formulae, Specifications, storage data, samples, drawings, designs, descriptions of packaging materials and all other relevant information relating to the Products or the design, manufacture or storage of the Products. In consideration
for the technical consultancy services relating to the Technology Transfer to Corgentech, Corgentech shall pay Avecia’s reasonable costs of producing the documentation and transferring the assets associated with the Business from the
Grangemouth facility to Corgentech (or as it shall direct), for an agreed period, not to exceed [ * ] . Avecia and Corgentech shall each use their reasonable efforts to determine the cost of the Technology Transfer before [ * ] .

  
 II. Amending Section 3.1. 

 
 Section 3.1 is hereby amended by striking the first paragraph thereof and accompanying
table and replacing them with the following: 
  
 In consideration
of Avecia: (i) manufacturing, selling and delivering the Products and undertaking related activities, as more particularly described in the Programme set forth in Part B of Schedule 1; and (ii) continuing production at its Grangemouth facility,
Corgentech shall [ * ] the purchase price for the Products, in four (4) installments. Installments 1, 2, 3 and 4 shall be as set forth in the following table. These amounts do not include [ * ] , which shall be [ * ] . 







 [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 
  
 Purchase Price 
  

							
	 Installment

	  	 Amount
 (U.S.$)

	 	Activity

	 	Payment Date


	 1
	  	[ * ]	 	Programme commencement and
[ * ] as set forth in Schedule 1	 	[ * ]
				
	 2
	  	[ * ]	 	[ * ] as set forth in Schedule 1	 	[ * ]
				
	 3
	  	[ * ]	 	[ * ] as set forth in Schedule 1	 	[ * ]
				
	 4
	  	[ * ]	 	[ * ] as set forth in Schedule 1	 	[ * ]

  
 III.
Amending Schedule 1. 
  
 Schedule 1 is hereby amended by adding the April
production schedule attached to this letter. 
  
 Corgentech Inc. 
  

			
	By:	 	 /s/ Jack X. Regan


	 	 	Jack X. Regan
	 	 	Vice President, Manufacturing

  
 Accepted and agreed, 
 Avecia Limited 
  

			
	By:	 	 /s/ Malcom J. Stewart


	Name:	 	Malcom J. Stewart
	Title:	 	Vice President DNA Medicines








 [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 
  
 [ * ]