Exhibit 10.70


 


AMENDMENT NO. 2 TO LICENSING AGREEMENT


 


THIS AMENDMENT
NO. 2 (“the Second Amendment”) is entered into as of December 4, 2001, by and
between EyeTech Pharmaceuticals, Inc. a Delaware corporation (“EyeTech”) and
Gilead Sciences, Inc., a Delaware corporation (“Gilead”), to amend that certain
Licensing Agreement dated as of March 31, 2000, as amended by Amendment No. 1
to Licensing Agreement dated as of May 9, 2000 (the “Agreement”) by and between
EyeTech and Gilead (as successor in interest to NeXstar Pharmaceuticals, Inc.).
Capitalized terms used and not otherwise defined herein shall have the meanings
given them in the Agreement.


 


WHEREAS,
EyeTech desires to obtain access to notebooks of Gilead relating or potentially
relating to the compound NX1838;


 


WHEREAS,
Gilead is willing to provide such access to EyeTech personnel if the
information in such notebooks is kept confidential by EyeTech and its personnel
under the terms of the Agreement;


 


WHEREAS, in
support of EyeTech’s activities under the Agreement, Gilead would like to
provide to EyeTech, and EyeTech would like to receive from Gilead, certain of
Gilead’s inventory of VEGF aptamer and potentially a reference standard
possessed by Gilead, as determine by Gilead (“Materials”).


 


NOW, THEREFOR,
in consideration of the foregoing and the covenants herein, EyeTech and Gilead
hereby agree, and the Agreement is hereby amended, as follows:


 


1.               All information
learned, received, extracted or copied by EyeTech from notebooks or other
documents or records of Gilead, or excerpts thereof, that Gilead provides or
makes available to EyeTech after the date hereof shall be deemed to be
Proprietary Information of Gilead and subject to provisions in the Agreement
pertaining to Proprietary Information of Gilead.


 


2.               Nothing in this
Second Amendment shall be construed as creating any obligation of Gilead to
provide or make available to EyeTech any notebooks or other documents or
records of Gilead, or excerpts thereof, beyond any such obligation of Gilead
currently existing under the Agreement.


 


3.               Gilead will deliver
the materials to EyeTech within fifteen (15) days after the date hereof.


 


4.               EyeTech shall not
and shall not permit any person or entity to (a) administer any Materials to
humans under any circumstances; or (b) administer any Materials to animals
except in compliance with U.S. National Institutes of Health guidelines and all
other applicable laws, rules, and regulations.


 


5.               Nothing in this
Amendment shall be construed to grant either Party any right or license beyond
those set forth in the Agreement.


 

















 


6.               GILEAD PROVIDES THE
MATERIALS “AS IS”, WITH NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING
WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT,
EXCLUSIVITY, OR FITNESS FOR A PARTICULAR PURPOSE.


 


7.               Solely for purposes
of Section 7.1(b) of the Agreement, the Materials will deemed to included
within NX1838.


 


8.               The Agreement, as
amended by this Second Amendment, shall remain in full force and effect
according to its terms.


 


9.               This Second
Amendment may be executed in any number of counterparts, each of which shall be
deemed an original, and all of which taken together shall constitute one and
the same instrument.


 


10.         This Second Amendment
shall be effective as of the date first written above.


 


IN WITNESS
WHEREOF, the parties hereto have duty executed this Second Amendment effective
as of the date first written above.


 


 


	
  EYETECH
  PHARMACEUTICALS, INC.

  	
  GILEAD
  SCIENCES, INC.

  
	
   

  	
   

  
	
  By:

  	
  /s/  Harsha
  Murthy

  	
   

  	
  By:

  	
  /s/  Nicole
  Onetto

  	
   

  
	
   

  	
   

  
	
  Name:  Harsha Murthy

  	
  Name:  Nicole Onetto

  
	
   

  	
   

  
	
  Title: V.P.
  - Business Development & General Counsel

  	
  Title: SVP
  Medical Affairs