Letter Agreement



 Exhibit 10.41 
  
 March 11, 2005 
  
 Malcolm Stewart 
 Vice President, DNA Medicines 
 Avecia Limited 
 Hexagon House, Blackley 
 Manchester M9 8ZS 
 England 
  

	Re:	Agreement between Corgentech Inc. and Avecia Limited, Dated December 27, 2004 

  
 Dear Malcolm: 
  
 This letter will amend the Agreement dated December 27, 2004 between Corgentech Inc. (“Corgentech”) and Avecia Limited (“Avecia”) as
previously amended by the letter from Jack X. Regan to Kevin Cox dated March 4, 2005 (as amended, the “Agreement”). Except as expressly set forth in this letter, all other terms of the Agreement shall remain unmodified and in full
force and effect. 
  
 I. Amending
Section 2.4. 
  
 Section 2.4 of the Agreement is hereby amended by
striking the section and replacing it with the following: 
  
 Upon completion of the Programme, but in no event later than April 30, 2005, Corgentech shall notify Avecia of its intention to continue future manufacturing and production of the Products at Avecia’s Grangemouth facility
(“Grangemouth”). In the event Corgentech notifies Avecia that Corgentech intends to continue future manufacturing and production at Avecia’s Grangemouth facility the parties shall negotiate in good faith an agreement governing such
production within fifteen (15) days after such notification. In the event Corgentech notifies Avecia that it does not intend to continue production at Grangemouth, Avecia shall cooperate fully in the documentation of all manufacturing and
production processes related to the Programme and the manufacture of the Products, including the Technical Information (as defined below) (“the Technology Transfer Documentation”) and communication and delivery to Corgentech of the
Technology Transfer Documentation. As part of the Technology Transfer, Avecia: (a) will deliver all equipment and assets belonging to Corgentech to Corgentech’s facility or as it may direct, and (b) hereby grants to Corgentech a
royalty-free, irrevocable, perpetual, non-exclusive, world-wide license, with power to sub-license, under all New Intellectual Property owned by Avecia pursuant to Section 5.3 below to make, use, sell, offer for sale, import, keep and otherwise
deal in the Products. “Technical Information” shall include, but not be limited to, all know-how, experience, instructions, standards, methods, test and trial results, manufacturing processes, hazard assessments, registration data, quality
control standards, formulae, Specifications, storage data, samples, drawings, designs, descriptions of packaging materials and all other relevant information relating to the Products or the design, manufacture or storage of the Products. In
consideration for the technical consultancy services relating to the Technology Transfer to Corgentech, Corgentech shall pay Avecia’s reasonable costs of producing the documentation and transferring the assets associated with the Business from
the Grangemouth facility to Corgentech (or as it shall direct), for an agreed period, not to exceed three months. Avecia and Corgentech shall each use their reasonable efforts to determine the cost of the Technology Transfer before March 31,
2005. 
  
 II. Amending Section 3.1.

  
 Section 3.1 is hereby amended by striking the first paragraph thereof
and accompanying table and replacing them with the following: 
  
 In consideration of Avecia: (i) manufacturing, selling and delivering the Products and undertaking related activities, as more particularly described in the Programme set forth in Part B of Schedule 1; and (ii) continuing
production at its Grangemouth facility, Corgentech shall prepay the purchase price for the Products, in four (4) installments. Installments 1, 2, 3 and 4 shall be as set forth in the following table. These amounts do not include the cost of raw
materials, which shall be borne by Corgentech. 
  
 Purchase
Price 
  

								
	Installment

	  	Amount
(U.S.$)

	  	 Activity

	  	Payment Date


	1	  	$	1,550,000	  	Programme commencement and January production as set forth in Schedule 1	  	December 28, 2004
	2	  	$	1,550,000	  	February production as set forth in Schedule 1	  	January 15, 2005
	3	  	$	1,550,000	  	March production as set forth in Schedule 1	  	February 15, 2005
	4	  	$	1,550,000	  	April production as set forth in Schedule 1	  	March 15, 2005








 III. Amending Schedule 1. 
  
 Schedule 1 is hereby amended by adding the April production schedule attached to this
letter. 
  
 Corgentech Inc. 
  

			
	By:	 	 /s/ Jack X. Regan


	 	 	Jack X. Regan
	 	 	Vice President, Manufacturing
	
	Accepted and agreed,
	Avecia Limited
		
	By:	 	 /s/ Malcom J. Stewart


	Name:	 	Malcom J. Stewart
	Title:	 	Vice President DNA Medicines








 Q1 2005 Avecia Requirements 
  

							
	 	 	 Additional April Requirements

	  	 Existing Q1 Requirements

	  	 Progress as Possible


	  
  
  

 
  
  
  
 NFkB DECOY
	 	 •      Complete Manufacture of
Campaign 2 - duplex D7000/004 - on test
  
 •      Complete swab recovery work for D7000
  
 •      Complete cleandown method validation
	  	 •      Campaign 2 - duplex
D7000/003 - on test
  
 •      Campaign 1 - second duplex run
  
 •      Qualification of cleaning methods(complete)
  
 •      Routine
stability testing Campaign 1
  
 •      Close out complaint for particulate deviation, CGT to provide information on particulate identitiy
  
 •      Collect in-process fraction samples
  
 •      D7000/001/04K split down/release
	  	 •      Initiate Campaign 2 stability (CGT to
request)

				
	  
  
  

 
  
  
  
  
  
  
  
  
  
  
  
 E2F DECOY
	 	 Cleaning Revalidation Activities:
  
 •      Complete
all cleaning failure investigation CA/PAs
  
 •      Approve Campaign 6 Cleaning Validation Plan
  
 •      Progress on validation of D1700 cleaning methods
  
 •      Complete
dirty hold and clean studies
  
 •      Complete Operating Instructions/train on visually clean criteria
  
 •      Progress on Operating Instructions/training on swab recovery procedure
  
 Campaign #6 Start-up Activities:

 
 •      Initiate installation and IQ/OQ of D1700-dedicated equipment
  
 •      Initiate/route for approval D1700 PI Sheet changes
  
 •      Initiate/route for approval D1700 Process Description changes
  
 •      Insure raw material supply to support a minimum of 2 runs of D1702 &1 run of
D1701(CGT to authorize orders)
  
 •      Routine stability testing Pre-process validation and process validation lots
	  	 •      D1700 Restart Plan
including generation/approval of all required cleaning documentation and schedule for dedicated equipment installation
  
 •      IEX study for D1700 stress/photostability studies
  
 •      Routine
stability testing
  
 •      Close out cleaning failure investigation
  
 •      Incorporate vendor COA’s in PDF’s for solid support
  
 •      Trial
both SSI and IP revised RP-HPLC methods and initiate SSI method qualification
  
 •      Complete all technical reports including process validation
	  	 •      Generate and finalize a
300mmol Scale-up Plan
  
 •      Support for Drug Product degradation studies –LCMS(scope in development)

				
	 HIF
	 	 * Hold inventory
	  	 N/A
	  	 N/A

				
	  
  
  

GENERAL
	 	 •      Host mock PAI (CGT/BMS/Auditor)
	  	 •      Update Intertek Quality Agreement
  
 •      Monthly
Inventory Reports (all products)
  
 •      PAI readiness
  
 •      Address major observations from pre-audit
  
 •      Control of dedicated equipment
	  	 •      Scientific Publication assistance