Amendment to Collaboration and License Agreement, dated January 31, 2003



 Exhibit 10.12 
  
 Confidential treatment has been requested for portions of this Exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this Exhibit has been filed separately with the Securities and Exchange Commission. 
  
 EXECUTION COPY 
  
 AMENDMENT NO. 2 
 TO 
 COLLABORATION AND LICENSE AGREEMENT 
  
 This Amendment No. 2 (the “Amendment”) dated as of January 31, 2003 (the “Amendment Date”) between ALTANA PHARMA AG (formerly BYK GULDEN LOMBERG CHEMISCHE FABRIK GMBH), with offices at
Byk-Gulden-Strasse 2, D-78467 Konstanz, Germany (“ALTANA”) and GPC BIOTECH AG, including its Affiliates, with offices at Fraunhoferstrasse 20, D-82152 Martinsried/Munich, Germany (“GPC”) amends the Collaboration and License
Agreement (the “Collaboration and License Agreement”) dated as of November 1, 2001 between GPC and ALTANA. 
  
 WHEREAS, ALTANA has determined that they wish to reduce the total number of GPC FTEs involved in the Collaboration and License Agreement from the
Amendment Date; 
  
 WHEREAS, ALTANA and GPC wish to amend the
Collaboration and License Agreement to reflect the changes in such total GPC FTE assignments; 
  
 WHEREAS, the Parties wish to also amend the Collaboration and License Agreement in order to reflect the responsibilities and obligations of the Steering Committees, particularly with respect to Target disposition and
joint Target validation. 
  
 NOW, THEREFORE, the parties hereby
agree as follows: 
  
 1. All references to BYK GULDEN LOMBERG CHEMISCHE FABRIK
GMBH or BG in the Collaboration and License Agreement are hereby changed to ALTANA PHARMA AG or ALTANA respectively. 
  
 2. Amendment to Section 1.73: Section 1.73 of the Collaboration and License Agreement is hereby modified to read: 
  
 “Viable Target” shall mean an Accepted Target with respect to which ALTANA
determines there is a good scientific and economic rationale and a reasonable practical basis to pursue efforts which finally might result in the development of a Product pursuant to this Agreement. 







 3. Amendment to Section 2.5.2(c): Section 2.5.2(c) of the Collaboration and License Agreement shall be amended as
follows: 
  

	 	2.5.2	(c)(iv) determining and agreeing whether a compound to be assayed by use of the GPC Platform, GPC Platform Improvements, Third Party Technology, and Third Party Technology
Improvements during the Collaboration Term is an ALTANA Compound; and 

  

	 	2.5.2	(c)(v) determining and agreeing whether a Target to be assayed by use of the GPC Platform, GPC Platform Improvements, Third Party Technology, or Third Party Technology Improvements
during the Collaboration Term is an ALTANA Target. 

  
 4. Amendment
to Section 2.5.3 and 2.5.5: Sections 2.5.3 and 2.5.5 of the Collaboration and License Agreement shall be amended to reflect the understanding by the Parties to read as follows: 
  

	 	2.5.3	Decisions of the Steering Committees. A quorum for a given Steering Committee shall be present at any meeting of the respective Steering Committee if at least one (1)
representative of each Party is present at such meeting in person or by telephone or video conference. If a quorum exists at any meeting, the unanimous consent of all members of the respective Steering Committee present at such meeting is required
to take any action on behalf of such Steering Committee. In the event that a Steering Committee cannot reach agreement within thirty (30) days as to any matter that is subject to its decision-making authority, the matter shall, in case of decisions
of the Transfer Committee or the Collaboration Committee, be referred to the Joint Steering Committee, in the case of the Joint Steering Committee be referred to dispute resolution in accordance with Article 16. 

  

	 	2.5.5	Minutes and Reports. Each Steering Committee shall be responsible for keeping accurate minutes of its deliberations which record all proposed decisions and all actions
recommended or taken. Within ten (10) business days of each meeting, the co-chairs shall provide the Parties with draft minutes of such meeting and a draft of a written accompanying report describing, in reasonable detail, the status of the Research
Program or such other program as it falls under the responsibility of the respective Steering Committee, a summary of the work and progress to date, any issues requiring resolution and any proposed decisions and the action taken to all members of
the respective Steering Committee. Within thirty (30) days of each meeting, the co-chairs will sign final versions of the meeting minutes and the accompanying report and such minutes and such report shall thereafter be recognized as duly accepted by
the Parties. All records of each Steering Committee shall be available to both Parties. 

  

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 5. Amendment to Section 2.9.1, 2.9.2, 2.9.4, and 2.9.5: Sections 2.9.1, 2.9.2, 2.9.4, and 2.9.5 of the Collaboration and
License Agreement shall be amended to reflect the understanding practiced by the Parties to read as follows: 
  

	 	2.9.1	Target Identification. GPC and ALTANA shall use Commercially Reasonable Efforts in the Field to identify and validate Targets in the performance of the Collaboration, managed
by the Collaboration Committee, according to the Research Plan in Exhibit B. The Collaboration Committee shall promptly notify the Joint Steering Committee of any such Target identified and submit the Designation Criteria of such Target and
information regarding such place at which the agreed validation experiments have to be carried out as agreed by the Collaboration Committee. The Joint Steering Committee shall prioritize, coordinate and determine the extent of the further work to be
performed as agreed by the Collaboration Committee for such Targets identified. Upon completion of such validation by ALTANA or GPC (as determined by the Collaboration Committee), the Collaboration Committee shall promptly notify the Joint Steering
Committee of the results of such experiments pursuant to Section 2.9.2. 

  

	 	2.9.2	Recommendation by Collaboration Committee and Steering Committee. The Collaboration Committee shall, further to Section 2.9.1, without undue delay following disclosure of the
validation results of any Target pursuant to Section 2.9.1, convene in person, by telephone or by video conference in order to evaluate each Target so validated and shall, if it considers the Designation Criteria to be met, recommend to the Joint
Steering Committee that such Target be designated as a Catalogue Target. Upon receipt of such recommendation from the Collaboration Committee, the Joint Steering Committee itself shall review the results and, if it also considers the Designation
Criteria to be met, recommend to ALTANA to designate such Target as a Catalogue Target, all without undue delay. Following such recommendation, ALTANA shall determine pursuant to Section 2.9.4 and 2.9.5 hereof, whether such Target shall be
designated a Catalogue Target or a Reverted Target. 

  

	 	2.9.4	Catalogue Target. If ALTANA determines, within ninety (90) days of the date of the Joint Steering Committee meeting at which the recommendation to ALTANA with respect to a
Target pursuant to Section 2.9.2 was made, that such Target meets the Designation Criteria, then ALTANA shall notify GPC in writing (the “Catalogue Target Notice”) and such Target shall constitute a “Catalogue Target”. ALTANA
shall make the Research Milestone payment as specified in Section 6.1.5(c) within thirty (30) days from the Catalogue Target Notice. ALTANA shall have exclusive rights to any Licensed Patents claiming such Catalogue Target pursuant to Section 3.1.1.
Within thirty (30) days after any Target becomes a Catalogue Target, GPC shall provide ALTANA with access to all Information under GPC Control for such Catalogue Target. 

  

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	 	2.9.5	Reverted Target. If ALTANA determines that a Target does not meet the Designation Criteria and so notifies GPC in writing, or if ALTANA fails to notify GPC in writing with a
Catalogue Target Notice of its determination within ninety (90) days of the Joint Steering Committee’s recommendation to ALTANA with respect to a Target pursuant to Section 2.9.2, or fails to make the payment required in Section 6.1.5(c) hereof
and such failure has not been cured within twenty (20) days after receipt of notice thereof from GPC, then such Target shall be designated a “Reverted Target,” and GPC shall have exclusive rights to Collaboration Patents claiming such
Reverted Target pursuant to Section 3.3.2. 

  
 6. Amendment to
Section 3.2.3: Section 3.2.3 of the Collaboration and License Agreement is hereby amended to read as follows: 
  

	 	3.2.3	New Technology other than Platform Improvements. GPC hereby grants to ALTANA a perpetual, worldwide, co-exclusive license, with the right to grant sublicenses, to GPC’s
interest in any intellectual property jointly conceived, discovered, identified or first reduced to practice during the Establishment Term by employees of GPC working on the Collaboration and employees of ALTANA that is not a Collaboration
Technology, Platform Improvement or a Third Party Technology Improvement. 

  
 7. Amendment to Section 3.3.4: Section 3.3.4 of the Collaboration and License Agreement is hereby amended to read as follows: 
  

	 	3.3.4	New Technology other than Platform Improvements. ALTANA hereby grants to GPC a perpetual, worldwide, co-exclusive license, with the right to grant sublicenses, to
ALTANA’s interest in any intellectual property jointly conceived, discovered, identified or first reduced to practice during the Establishment Term by employees of ALTANA and employees of GPC working on the Collaboration that is not a
Collaboration Technology, Platform Improvement or a Third Party Technology Improvement. 

  
 8. Amendment to Section 4.2.1: Section 4.2.1(a) is hereby amended to replace “Collaboration Committee” with “ALTANA.” 
  
 9. Amendment to Section 6.1.4.: Section 6.1.4. of the Collaboration and License Agreement is hereby amended to insert after the last
sentence: 
  
 “Notwithstanding the foregoing, the Annual
Technology Transfer Fee due under this Agreement for the Research Year 2003, 2004, and 2005 shall be Two Million Two Hundred Thousand Dollars ($2,200,000).” 
  

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 10. Amendment to Section 6.1.7.: Section 6.1.7. of the Collaboration and License Agreement is hereby amended to modify
the third sentence and replace the last word so as to read: 
  
 “Substituted
Product.” 
  
 11. Amendment to Exhibit E: The Table in Exhibit E of the
Collaboration and License Agreement is hereby amended to modify the total number of GPC employees dedicated to the Center according to the following schedule: 
  

									
	 	  	End of 2003

	 	End of 2004

	 	End of 2005

	 	End of June 30,
2007


	 Total GPC FTEs
	  	***	 	***	 	***	 	***

  
 12. Amendment to Exhibit F: The last
paragraph in Exhibt F, including the heading, is hereby amended to remove any Implementation Milestones due in the year 2007 so as to read. 
  
 Years 2005 and 2006 
  
 Annual Implementation Milestones with complexity similar to those defined above will be agreed by the Joint Steering Committee at the latest during the last quarter of 2004 for the calendar year 2005, and the last
quarter of 2005 for the calendar year 2006. It is envisioned that there will be three Milestones in each of those years. 
  
 [remainder of this page intentionally left blank] 
  


	***	Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the
omitted portions. 

  

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 IN WITNESS WHEREOF, the Parties hereby have caused this Amendment to be executed as of the Amendment
Date. 
  

									
	GPC BIOTECH AG	 	 	 	 
					
	By:	 	 /s/ Elmar Maier
	 	 	 	By:	 	 /s/ Mirko Scherer

					
	 Name:
	 	 Dr. Elmar Maier
	 	 	 	 Name:
	 	 Dr. Mirko Scherer

					
	 Title:
	 	 SVP Business Development
	 	 	 	 Title:
	 	 SVP Finance

					
	 Date:
	 	 11.6.2003
	 	 	 	 Date:
	 	 11/6/03


  
 ALTANA PHARMA AG (formerly BYK GULDEN
LOMBERG CHEMISCHE FABRIK GMBH) 
  

									
					
	By:	 	 /s/ Radtke
	 	 	 	By:	 	 /s/ J. Schneider

					
	 Name:
	 	 Prof. Radtke
	 	 	 	 Name:
	 	 J. Schneider

					
	 Title:
	 	 Member of the Board of Mgmt.
	 	 	 	 Title:
	 	 Senior Director M&A

					
	 Date:
	 	 10.06.2003
	 	 	 	 Date:
	 	 10.06.2003


  

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