Letter Agreement



 Exhibit 10.40 
  
 March 4, 2005 
  
 Kevin Cox 
 Vice President, Biotechnology 
 Avecia Limited 
 Hexagon House, Blackley 
 Manchester M9 8ZS 
 England 
  

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

  
 Dear Kevin: 
  
 This letter will modify the programme of work (the “Programme”) to be carried our under Schedule 1, Part B, of the Agreement dated December 27, 2004
(the “Agreement”) between Corgentech Inc. (“Corgentech”) and Avecia Limited (“Avecia”). Except as expressly set forth in this letter, all other terms of the Agreement shall remain unmodified and in full force and
effect. 
  
 Under the Programme, Avecia shall
perform the work set forth below. 
  

	1.	E2F Decoy Technical assistance 

  
 Perform activities to support CGT regulatory filling, support rapid resumption of E2F Decoy SSI and duplex production, prepare the facility for a FDA Pre
Approval Inspection (PAI) and commercial production as outlined on the attached Schedule 1 
  

	2.	NFkappaB Decoy Technical assistance 

  
 Perform activities to support CGT knowledge of the NFkappaB Decoy as outlined in the attached Schedule 1. 
  

	3.	General Assistance 

  
 Provide summary cost monthly breakdowns between NFkappaB Decoy manufacturing, E2F Decoy technical assistance and NFkappaB technical assistance allocated
by Manufacturing, QA/QC, R&T, SG&A and depreciation. 
  
 Notwithstanding
anything to the contrary in Paragraphs 7 and 8 of the Programme, the only amount Corgentech shall pay to Avecia under the Programme for raw materials or Milestones, beyond amounts already paid to Avecia as of the date of this letter, shall be USD
$304,000 as described in the attached letter from Avecia to CGT dated January 5, 2005. 
  
 Corgentech Inc. 
  

			
	 By:
	 	 /s/ Jack X. Regan


	 	 	 Jack X. Regan

	 	 	 Vice President, Manufacturing

	
	 Accepted and agreed,

	 Avecia Limited

		
	 By:
	 	 /s/ Kevin Cox


	 Name:
	 	 Kevin Cox

	 Title:
	 	 Vice President, Biotechnology









 January 5, 2005 
  
 Jerry Wroblewski 
 Senior Director, Manufacturing 
 Corgentech 
 650 Gateway Blvd. 
 South San Francisco, CA 94080 
  
 Re: Raw Material Requirements for NFkB Q1 runs 
  

Dear Jerry: 
  
 Thanks for your call on Monday as a follow up on the information you were still waiting on us for the NFKB campaigns. As requested, here is the information you needed as
a more complete breakdown of the raw material requirement for the Quarter 1 NFkappaB campaigns. 
  
 On the original schedule, when we were planning for E2F Cleaning Validation manufacture in Quarter 1, we agreed a $500,000 up-front payment to cover raw material purchase. Those material have been ordered. Many of
them can be used in NFkappaB manufacture and we have redirected them in order to minimise the material costs for the NFkappaB campaign. 
  
 In addition, part of the $500,000 E2F payment has been used to partially underwrite the strategic stock of tetrazole required to support E2F manufacture through 2005/06
(as agreed in e.mail exchanges between Andy and Matt November 17). 
  
 The detailed raw material costs are embedded below. In summary the headline figures are: 
  

				
	 	  	$000

	 
	 Material requirement for 3 x E2F
	  	440	 
	 Tetrazole strategic stock
	  	90	 
	 Material requirement for 4 x NFkappaB
	  	590	 
	 E2F stock unusable for NFkappaB
	  	214	 
	 Balance of material cost for NFkappaB
	  	304	*



	*	304 = 590 (NFkappaB cost) – 500 (E2F payment) + 214 (E2F unusable) 

  
 These costs only encompass the external spend Avecia has borne to secure the raw materials – ie they do not take account of the Avecia internal effort required to
order, receive, quarantine, test, clear, store and transfer the materials. This approach is most appropriate under these circumstances because the internal fixed costs are being covered through an alternative payment mechanism. 
  
 With this approach Corgentech will remain the named owner of the strategic stock of tetrazole
and the CPG –T and Primer Support 30 HL G which was purchased under the $500,000 up-front payment for E2F cleaning validation. 
  
 If you require any further information or explanation please do not hesitate to ask. 
  
 Assuming everything has been explained to your satisfaction it is our intention to proceed
with raising an invoice for $304,000 in the next few days. 
  
 Thanks so much. 
  
 Sincerely- 
  

	
	 /s/ Shelly Adams


	 Shelly Adams

	 Director North American Sales









 Q1 2005 Avecia Requirements 
  

					
	 	  	 In Scope to complete

	    	 Progress as possible


	 NFkB DECOY
  
  
  
	  	 •      Campaign 2, as detailed through March
  
 •      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
  
	  	 •      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
  
 •      Insure raw material supply to support a minimum of 2 runs of D1702 &1 run of D1701(CGT to authorize orders)
  
 •      Close out cleaning failure investigation
  
 •      Incorporate vendor COA’s in PDF’s for solid support
  
 •      SOP and PI Sheet revisions
  
 •      Trial
both SSI and IP revised RP-HPLC methods and initiate SSI method qualification
	    	 •      Validate D1700 cleaning methods
  
 •      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)
  
 •      Complete the stability moisture failure investigation (scope tbd)

			
	 HIF
	  	 •      * Hold inventory
	    	 
			
	  
  
  

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