Unassociated Document


    [ * ] = 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 406 of
the Securities Act of 1933, as amended.

     

    Exhibit
10.43

    


    Amendment
No. 2

    To

    Option
and License Agreement

     

    This
Amendment (the “Amendment”) to the Option and
License Agreement between Silence Therapeutics AG, a company incorporated under
the laws of Germany (“Silence”), on the one hand,
and Quark Pharmaceuticals, Inc., a California corporation, and QBI Enterprises
Ltd., a company incorporated under the laws of the State of Israel (together
referred to as “QBI”)
(Silence and QBI together being referred to as the “Parties”), is made and entered
into as of the 16th
day of December, 2010 (the “Amendment Effective
Date”).

     

    WHEREAS, Silence (formerly
known as Atugen AG) and QBI (one entity of which was formerly known as Quark
Biotech, Inc.) are parties to an Option and License Agreement dated April 19,
2005, which has been amended by means of Addendum No. 1 dated July 13, 2007 (the
“2005 Agreement”);
and

     

    WHEREAS, by payment made in
April 2007, QBI exercised an option under the 2005 Agreement to designate p53 as
a QBI Target thereunder; and

     

    WHEREAS, QBI entered into an
Option Agreement with Novartis International Pharmaceutical Limited dated August
17, 2010 (the “Novartis
Agreement”); and

     

    WHEREAS, the Parties had
different interpretations as to the payments that would be required by QBI to
Silence under the 2005 Agreement in respect of funds that QBI has received and
may in the future receive pursuant to the Novartis Agreement (inclusive of the
License Agreement which is an exhibit thereto); and

     

    WHEREAS, the Parties reached
written agreement on the payments that QBI will make to Silence in respect of
the Novartis Agreement on November 23, 2010 (“Terms of Settlement”), and
desire to amend the 2005 Agreement pursuant to the Terms of Settlement and in
fulfillment of each Parties obligations thereunder;

     

    NOW, THEREFORE, the Parties
hereby agree as follows:

     

    1.           Definition.  The
2005 Agreement is hereby amended to add a new defined term “p53 Product”, which shall mean
any QBI product that inhibits the QBI Target p53 (Official Symbol: TP53 and
Name: tumor protein p53 (Li-Fraumerri syndrome) [Homo sapiens], MIM: 191170,
GeneID: 7157).

     

    2.           Amendment
of Section 4.5; Addition of New Section 4.7.

     

    (a)           Section
4.5 of the 2005 Agreement is hereby amended to delete the second sentence of
such Section and replace it with the following text:

     


    
      
         


      

      
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    “Solely
with respect to p53 Products, this share of the Sub-License Revenues shall be [
* ], except as provided in Section 4.7 of this Agreement.  With
respect to QBI Products other than p53 Products, this share of the Sub-License
Revenues shall depend on the status of the development of the respective QBI
Product at the time of the grant of the sub-License as follows:”

     

    To be
specific, the Parties hereby confirm that Sections 4.5.1 and 4.5.2 of the
Agreement shall not apply to p53 Products.

     

    (b)           The
2005 Agreement is hereby amended to add a new Section 4.7 which shall read in
full as follows:

     

    “4.7           Pursuant
to Amendment No. 2 to this Agreement, the Parties have agreed that QBI will make
the following payments to Silence:

     

    (a)           Within
[ * ] following the Amendment Effective Date, the sum of $[ * ];
and

     

    (b)           Within
[ * ] following the occurrence of either of the following events, if such event
[ * ], the sum of $[ * ]:

     

    (1)           The
[ * ]; or

     

    (2)           The
[ * ].

     

    (c)           If
neither of the events specified in clause (b) of this Section 4.7 [ * ], then
QBI may elect to pay Silence the sum of $[ * ] or [ * ] in any event [ * ] with
respect to Sub-License Revenue arising from p53 Products.  If neither
of the events specified in clause (b) of this Section 4.7 [ * ], and QBI has not
paid Silence the sum of $[ * ] pursuant to clause (c) of this Section 4.7 [ * ],
then the first sentence of sentence of Section 4.5 shall be automatically
amended as of such date, without any further action of the Parties, to [ *
].  If [ * ] in the sharing ratio of Sub-License Revenues derived from
p53 Products occurs, then the $[ * ] payment shall not be due.”

     

    3.           Novartis
Agreement.  In consideration of the amendment provided for
herein, Silence agrees that, with respect to p53 Products, except for the
payments provided for in new Section 4.7 of the 2005 Agreement, no payment shall
be due from QBI to Silence in respect of the [ * ] payment by Novartis to QBI
under the Novartis Agreement.  Silence further agrees that the
payments to be made by QBI to Silence pursuant to Section 4.5 of the 2005
Agreement (as amended by this Amendment No. 2) in respect of payments received
or to be received by QBI under the Novartis Agreement shall be [ * ] under the
2005 Agreement solely with respect to p53 Products (and in particular, that [ *
] under Section [ * ] of the 2005 Agreement as long as the Novartis Agreement is
in effect).  The invoice previously submitted by Silence to QBI for a
payment of [ * ] under Section [ * ] of the 2005 Agreement [ * ] is hereby
withdrawn.

     

    4.           Authorization.  Each
Party hereby represents and warrants that the execution and delivery of this
Amendment has been duly and validly authorized by all necessary corporate action
on the part of such Party, and that this Amendment is a valid and binding
agreement of such Party.

     

     

    [ * ] = 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 406 of
the Securities Act of 1933, as amended.

      
        
           


        

        
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    5.           Continuing Force and Effect;
General.  The 2005 Agreement, as amended hereby, shall remain
in full force and effect.  This Amendment sets forth the entire
agreement and understanding between the Parties as to the subject matter hereof
and merges all prior discussions and negotiations between them with respect to
the subject matter hereof.  Defined terms used but not defined herein
shall have the meaning ascribed to them in the 2005 Agreement.

     

    6.           Governing Law.  This
Amendment shall be construed in accordance with the Laws of
Switzerland.

     

    IN
WITNESS WHEREOF, the Parties have executed this Amendment No. Two as of the
Amendment Effective Date by their duty executed representatives, as set forth
below.

     

    
      
        	
                Quark

                Quark
      Pharmaceuticals, Inc. and QBI Enterprises Ltd.

                 

                By:
      /s/ D. Zurr            

                Daniel
      Zurr, CEO

                 

              	 
      
	
                Silence

                Silence
      Therapeutics AG

                 

                By:
      /s/  Thomas
      Christély            

                Thomas
      Christély, CEO

              	
                 

                 

                 

                By:
      /s/  Klaus
      Giese            

                Klaus
      Giese, CSO

              


      

    

     

     

    

      [ * ] = 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 406 of
the Securities Act of 1933, as amended.

    

    
      
         


      

      
        3.