Letter Agreement, dated March 4, 2005 between Avecia Limited and Corgentech Inc.



 EXHIBIT 10.40 
  
 [ * ] = 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 4, 2005 
  
 Kevin Cox 
 Vice President, Biotechnology 
 Avecia Limited 
 Hexagon House, Blackley 
 Manchester M9 8ZS 
 England 
  

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

  
 Dear Kevin: 
  
 This letter will modify the programme of work (the “Programme”) to be carried
our under Schedule 1, Part B, of the Agreement dated December 27, 2004 (the “Agreement”) between Corgentech Inc. (“Corgentech”) and Avecia Limited (“Avecia”). Except as expressly set forth in this letter, all other
terms of the Agreement shall remain unmodified and in full force and effect. 
  
 Under the Programme, Avecia shall perform the work set forth below. 
  

	1.	[ * ] Technical assistance 

  
 Perform activities to support CGT regulatory filling, support rapid resumption of [ * ] and duplex production, prepare the facility for a FDA Pre
Approval Inspection (PAI) and commercial production as outlined on the attached Schedule 1 
  

	2.	[ * ] Technical assistance 

  
 Perform activities to support CGT knowledge of the [ * ] as outlined in the attached Schedule 1. 
  

	3.	General Assistance 

  
 Provide summary cost monthly breakdowns between [ * ] manufacturing, [ * ] technical assistance and [ * ] technical assistance
allocated by Manufacturing, [ * ]. 
  
 Notwithstanding anything to the
contrary in Paragraphs 7 and 8 of the Programme, the only amount Corgentech shall pay to Avecia under the Programme for raw materials or Milestones, beyond amounts already paid to Avecia as of the date of this letter, shall be [ * ] as
described in the attached letter from Avecia to CGT dated January 5, 2005. 
  
 Corgentech Inc. 
  

			
	By:	 	 /s/ Jack X. Regan


	 	 	Jack X. Regan
	 	 	Vice President, Manufacturing

  
 Accepted and agreed, 
 Avecia Limited 
  

			
	By:	 	 /s/ Kevin Cox


	Name:	 	Kevin Cox
	Title:	 	Vice President, Biotechnology








 [ * ] = 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. 
  
 January 5, 2005 
  
 Jerry Wroblewski 
 Senior Director, Manufacturing 
 Corgentech 
 650 Gateway Blvd. 
 South San Francisco, CA 94080 
  

			
	Re:	 	Raw Material Requirements for NFkB Q1 runs

  
 Dear Jerry: 
  
 Thanks for your call on Monday as a follow up on the information you were still waiting on
us for the [ * ]. As requested, here is the information you needed as a more complete breakdown of the raw material requirement for the [ * ]. 
  
 On the original schedule, when we were planning for [ * ] in [ * ], we agreed a [ * ] payment to cover raw material purchase. Those material have
been ordered. Many of them can be used in [ * ] manufacture and we have [ * ] them in order to minimise the material costs for the [ * ]. 
  

In addition, part of the [ * ] payment has been used to [ * ] (as agreed in e.mail exchanges between [ * ]. 
  
 The detailed raw material costs are embedded below. In summary the headline figures are:

  
 [ * ] 
  
 These costs only encompass the [ * ] has [ * ] the raw materials – ie they do [ * ] the Avecia [ * ]
required to [ * ]. This approach is most appropriate under these circumstances because the [ * ] are being [ * ]. 
  
 With this approach Corgentech will remain the named owner of the [ * ] which was purchased under the [ * ]. 
  
 If you require any further information or explanation please do not hesitate to ask.

  
 Assuming everything has been explained to your satisfaction it is our
intention to proceed with raising an invoice for [ * ] in the next few days. 
  
 Thanks so much. 
  
 Sincerely- 
  

	
	 /s/ Shelly Adams


	Shelly Adams
	Director North American Sales








 [ * ] = 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. 
  
 [ * ]