exv10w33






Exhibit 10.33




Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in
places marked “* * *” and has been filed separately with the Securities and Exchange
Commission pursuant to a Confidential Treatment Application filed with the Commission.




THIRD AMENDMENT AGREEMENT 




     This Amendment Agreement is made effective December 11, 2009 by and between Albert
Einstein College of Medicine of Yeshiva University, a Division of Yeshiva University, a
corporation organized and existing under the laws of the State of New York, having an
office and place of business at 1300 Morris Park Avenue, Bronx, New York 10461 (“AECOM”),
Industrial Research Ltd., a company organized and existing under the laws of New Zealand,
having an office and place of business at Gracefield Research Centre, Gracefield Road,
P.O. Box 31-310, Lower Hutt, New Zealand (“Industrial”) (AECOM and Industrial are
collectively referred to herein as “Licensors”), and BioCryst Pharmaceuticals, Inc., a
corporation organized and existing under the laws of the State of Delaware having an
office and place of business at 2190 Parkway Lake Drive, Birmingham, Alabama 35244
(“Licensee”).



Statement 




     Licensors and Licensee are parties to a License Agreement dated June 27, 2000, as
amended by a First Amendment Agreement effective July 26, 2002 and a Second Amendment
Agreement effective April 15, 2005 (collectively “the License Agreement”), and now wish to
make changes to the License Agreement.



     NOW, THEREFORE, in consideration of the mutual covenants contained in the
Licensee Agreement and in this Third Amendment Agreement and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:



     1. Paragraph 6.01 of the License Agreement is hereby amended to include the
following additional sentence:




Notwithstanding the *** royalty on Net Sales set forth above, if Licensee later
requests a different royalty rate for a Licensed Product for a *** indication,
Licensors agree to consider such request.



     2. Paragraph 6.05 of the License Agreement is hereby amended to read as follows:



 









 





Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in
places marked “* * *” and has been filed separately with the Securities and Exchange
Commission pursuant to a Confidential Treatment Application filed with the Commission.



6.05 Licensee shall make the following milestone payments to Licensors:





	 	(a)	 	Except as specified below, upon the filing by Licensee (or an Affiliate) of
each IND for a Licensed Product (or each indication for a Licensed Product),
Licensee shall pay to Licensors ***, which payments are non-refundable and not
creditable against any other payment due to Licensors pursuant to this Agreement.
Upon the filing by Licensee (or an Affiliate) of each IND for a Licensed Product
for a *** indication, Licensee shall pay to Licensors only *** pursuant to this
Subparagraph for such filing, which payments are non-refundable and not creditable
against any other payment due to Licensors pursuant to this Agreement. Upon the
filing by Licensee (or an Affiliate) of an IND for a Licensed Product that is not,
on its face, directly associated with any indication (i.e. a generic IND),
Licensee shall owe *** to Licensors pursuant to this Subparagraph for such filing.






	 	***	 	shall be due under this Subparagraph for a Licensed Product
solely for a *** indication.






	 	(b)	 	Except as specified below, upon the initiation by Licensee (or an Affiliate)
of Phase II clinical trials (i.e. the administration of a Licensed Product to a
patient for the primary purpose of assessing clinical efficacy; and not Phase I
clinical trials for the primary purpose of assessing safety or pharmacokinetics)
for each Licensed Product (or each indication for a Licensed Product), Licensee
shall pay to Licensors ***, which payments are non-refundable and not creditable
against any other payment due to Licensors pursuant to this Agreement. Upon the
initiation by Licensee (or an Affiliate) of Phase II clinical trials for each
Licensed Product for a *** indication, Licensee shall pay to Licensors only ***,
pursuant to this Subparagraph for the initiation of such trials, which payments
are non-refundable and not creditable against any other payment due to Licensors
pursuant to this Agreement. No payment shall be due under this paragraph for any
Phase II clinical trial initiated by a third party Investigator, even if the trial
is supported by Licensee (an “Investigator Initiated Trial”). However, if the




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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in
places marked “* * *” and has been filed separately with the Securities and Exchange
Commission pursuant to a Confidential Treatment Application filed with the Commission.





Investigator Initiated Trial enables Licensee (or an Affiliate)
to initiate a Phase III clinical trial or if Licensee (or an Affiliate)
proceeds to initiate a similar Phase II clinical trial, then the payment
required by this paragraph shall become due and payable.




	 	***	 	shall be due under this Subparagraph for a Licensed Product
solely for a *** indication.






	 	(c)	 	Except as specified below, upon the initiation by Licensee (or an Affiliate)
of Phase III clinical trials for each Licensed Product (or each indication for a
Licensed Product), Licensee shall pay to Licensors ***, which payments are
non-refundable and not creditable against any other payment due to Licensors
pursuant to this Agreement. Upon the initiation by Licensee (or an Affiliate) of
Phase III clinical trials for each Licensed Product for a *** Indication, Licensee
shall pay to Licensors only ***, pursuant to this Subparagraph for the initiation
of such trials, which payments are non-refundable and not creditable against any
other payment due to Licensors pursuant to this Agreement.






	 	***	 	shall be due under this Subparagraph for a Licensed Product
solely for a *** indication.






	 	(d)	 	Except as specified below, upon Licensee’s (or an Affiliate’s) first receipt
of governmental approval (FDA or equivalent approval in a European country or
Japan) to market each Licensed Product (or each Indication for a Licensed
Product), Licensee shall pay to Licensors ***, which payments are non-refundable
and not creditable against any other payment due to Licensors pursuant to this
Agreement. Upon Licensee’s (or an Affiliate’s) first receipt of governmental
approval (FDA or equivalent approval in a European country or Japan) to market
each Licensed Product for a *** indication, Licensee shall pay to Licensors only
*** pursuant to this Subparagraph for such FDA approval, which payments are
non-refundable and not creditable against any other payment due to Licensors
pursuant to this Agreement.




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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in
places marked “* * *” and has been filed separately with the Securities and Exchange
Commission pursuant to a Confidential Treatment Application filed with the Commission.





	 	***	 	shall be due under this Subparagraph for a Licensed
Product solely for a *** indication.






	 	(e)	 	The first time the aggregate Net Sales of Licensed Products for a ***
indication in a consecutive twelve month period total ***, Licensee shall pay to
Licensors ***, which payment is non-refundable and not creditable against any other
payment due to Licensors pursuant to this Agreement.
	 
	 	(f)	 	The first time the aggregate Net Sales of Licensed Products in a consecutive
(12) twelve month period total ***, Licensee shall pay to Licensors ***, which
payment is non-refundable and not creditable against any other payment due to
Licensors pursuant to this Agreement.
	 
	 	(g)	 	The first time the aggregate Net Sales of Licensed Products in a consecutive
twelve (12) month period total ***, Licensee shall pay to Licensors ***, which
payment is non-refundable and not creditable against any other payment due to
Licensors pursuant to this Agreement.
	 
	 	(h)	 	The calculation of Net Sales pursuant to Subparagraphs (f) and (g) above shall
exclude: (i) Net Sales of Licensed Products for a *** indication; and (ii) Net
Sales of Licensed Products solely for a *** indication.





          3. The applicable provisions of this Third
Amendment Agreement shall be deemed to be incorporated into the License Agreement
in full and to be an integral part thereof as though fully set forth therein. With
the exception of the above amendments, all other provisions of the License
Agreement shall remain in full force and effect.



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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in
places marked “* * *” and has been filed separately with the Securities and Exchange
Commission pursuant to a Confidential Treatment Application filed with the Commission.




          IN WITNESS WHEREOF, the parties hereto have entered into and
executed this Third Amendment Agreement on the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	ALBERT EINSTEIN COLLEGE	 	 	 	BIOCRYST	 	 
	OF MEDICINE OF YESHIVA	 	 	 	PHARMACEUTICALS, INC.	 	 
	UNIVERSITY	 	 	 	 	 	 	 	 
	By:

	 	/s/ John L. Harb
	 	 	 	By:
	 	/s/ Alane Barnes	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: John L. Harb
	 	 	 	 	 	Name: Alane Barnes	 	 
	 

	 	Title: Assistant Dean

          Scientific Operations
	 	 	 	 	 	Title: General Counsel	 	 






	 	 	 	 	 
	INDUSTRIAL RESEARCH LTD.

 	 
	By:  	/s/ Jeff Lycett
 	 
	 	Name:  	Jeff Lycett 	 
	 	Title:  	Board Secretary 	 
	 




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