Prepared by MerrillDirect





EXHIBIT 10.48A


SECOND AMENDMENT TO LICENSE AND SALE AGREEMENT


             THIS SECOND
AMENDMENT TO LICENSE AND SALE AGREEMENT (the
“Amendment”) is made and entered into as of March 16, 2001 (the “Amendment
Effective Date”), by and between METABOLEX, INC., a
Delaware corporation (“Metabolex”), and SHAMAN PHARMACEUTICALS, INC.,
a Delaware corporation (“Shaman”). 
Metabolex and Shaman may be referred to herein as a “Party,” or,
collectively, as “Parties.”


RECITALS


             A.         Metabolex and Shaman are parties to the License and Sale
Agreement dated as of August 10, 1999, as amended effective December 4, 2000
(as amended, the “Agreement”), regarding the grant of licenses to Metabolex by
Shaman in the diabetes area under intellectual property relating to certain
compounds and extracts and the purchase of certain related materials by
Metabolex.


             B.         The Parties have entered into that certain Asset Sale
Agreement, dated as of February 13, 2001, under which Metabolex has agreed to
purchase, and Shaman has agreed to sell to Metabolex, certain additional assets
of Shaman relating to its diabetes program, and in conjunction with, and as a
condition to the closing of such asset sale, the Parties are obligated to enter
into this Amendment to amend the terms of the Agreement as provided herein.


 


NOW, THEREFORE,
the Parties agree as follows:


1.          AMENDMENT OF THE AGREEMENT


The
Parties hereby agree to amend the terms of the Agreement as provided
below.  To the extent that the Agreement
is explicitly amended by this Amendment, the terms of the Amendment will
control where the terms of the Agreement are contrary to or conflict with the
following provisions.  Where the
Agreement is not explicitly amended, the terms of the Agreement will remain in
force.  Capitalized terms used in this
Amendment shall have the meanings as ascribed below or elsewhere in this
Amendment, or if not so defined herein shall have the same meanings as such
terms are defined in the Agreement.


             1.1        Amendment Of License Rights Under
Sections 2.1, 2.2 And 2.3(a).  Effective
immediately and automatically as of the Amendment Effective Date, all of
Metabolex’s license rights under Sections 2.1, 2.2 and 2.3(a) of the Agreement
are and shall be perpetual and irrevocable, and to the extent that such license
rights under the Technology as to particular fields or uses were non-exclusive
(as of just prior to the Amendment Effective Date), such license rights are and
shall be exclusive, even as to Shaman and any of its successors in interest to
the applicable Intellectual Property Rights.


             1.2        Amendment Of Section 2.2(c).  Effective
immediately and automatically as of the Amendment Effective Date, Metabolex’s
license rights under Section 2.2(c) of the Agreement include the rights, with
full rights to sublicense, to discover, develop, make, have made, use, import,
offer for sale, sell and otherwise commercialize Metabolex Extracts for all
uses in all fields, except commercialization rights for Dietary Supplements.





 


             1.3        Amendment Of Rights Under Sections
2.3(b) And (c).  Effective immediately and automatically
as of the Amendment Effective Date, (a) Metabolex’s license rights under
Sections 2.3(b) and (c) of the Agreement shall include the entire Nutritional
Area (including areas outside the Metabolic Disease Field) except for
commercialization rights for Dietary Supplements, and (b) each Party’s rights
to grant further licenses (or sublicenses, as applicable) under their rights
under Section 2.3(b) of the Agreement will not be limited to granting licenses
on a product by product basis, but instead each Party may assign such licenses
or grant sublicenses thereunder for all or part of its corresponding
co-exclusive and exclusive license rights (as applicable).


             1.4        Amendment of Section 11.1(c).  Effective
immediately and automatically as of the Amendment Effective Date, the license
previously granted to Metabolex under Section 11.1(c) of the Agreement shall
include the full rights to commercialize Dietary Supplements in all countries,
including without limitation the United States, Mexico, Central America, South
America and Africa, and all such license rights shall be irrevocable.


             1.5        Termination of Certain Sections.  Effective
immediately and automatically as of the Amendment Effective Date, Sections
3.6(c), 3.7, 4.1, 4.2, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 11.1(d), 11.2
and 11.3 of the Agreement are terminated and of no further force or effect.


             1.6        Amendment Effective Date.  The Parties
understand and agree that this Amendment is and will be effective only upon the
issuance of a proper, final, non-appealable order approving the proposed sale
of certain of Shaman’s assets to Metabolex pursuant to the Asset Sale Agreement
and this Amendment by the Bankruptcy Court, including, without limitation,
entry of an order by the Bankruptcy Court approving the Asset Sale Agreement
with a finding that Metabolex is buying property in good faith in accordance
with 11 U.S.C. § 363(m), which order is not stayed within ten (10) days of
entry thereof, in a form satisfactory to Metabolex (“Approval Order”).


2.          MISCELLANEOUS 


             2.1        Full
Force and Effect.  This Amendment amends the terms
of the Agreement and is deemed incorporated into, and governed by all other
terms of, the Agreement.  The provisions
of the Agreement, as amended by this Amendment, remain in full force and effect
pursuant to the Agreement.


             2.2        Counterparts.  This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.





             IN WITNESS WHEREOF,the Parties have executed this Amendment in
duplicate originals by their authorized officers as of the date and year first
written below.


	 	 	SHAMAN PHARMACEUTICALS, INC.
	 	 	 
	 	 	By:  /s/ Steven R. King


	 	 	 
	 	 	Name:  Steven R. King


	 	 	 
	 	 	Title:   Chief Operating Officer


	 	 	 
	 	 	METABOLEX, INC.
	 	 	 
	 	 	By:   /s/ Thomas A. Glaze


	 	 	 
	 	 	Name:  Thomas A. Glaze


	 	 	 
	 	 	Title:   President and CEO