[LETTERHEAD]
SECOND AMENDMENT TO
COLLABORATION AND LICENSE AGREEMENT
Second amendment, dated July 2nd, 2001, (this "Amendment"), to the
Collaboration and License Agreement dated June 12, 1998, as amended through
Amendment No. 1 to the Collaboration and License Agreement and the Subscription
Agreement dated May 1, 2000, each by and between Aphton Corporation, a company
organized under the laws of Delaware with its principal executive offices at the
World Trade Center, ▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ (hereinafter
"Aphton"), and GlaxoSmithKline PLC, formerly SmithKline ▇▇▇▇▇▇▇ PLC, having a
place of business at New Horizon Court, Great ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (hereinafter "GSK"). All capitalized terms used herein
but not otherwise defined herein shall have the respective meanings given to
such terms in the Collaboration and License Agreement.
W I T N E S S E T H:
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WHEREAS, Aphton and GSK are parties to a Collaboration and License
Agreement, dated June 12, 1998, (the "Agreement"), amended through Amendment No.
1 to the Collaboration and License Agreement and the Subscription Agreement
dated May 10, 2000 (hereinafter "Amendment No. 1"); and
WHEREAS, Aphton and GSK wish to amend certain provisions of the
Agreement as amended through Amendment No. 1, as herein provided.
NOW, THEREFORE, it is agreed:
1. All references in the Agreement to "SB" shall be amended to read
"GSK".
2. Article 1.14 of the Agreement shall be amended to read as follows:
""Field" shall mean use for the diagnosis, treatment and prevention of
gonadotropin, gonadal steroid hormone(s) or GnRH receptor(s) associated diseases
and cancers in humans including but not limited to endometriosis, polycystic
ovaries, uterine fibroids, contraception, infertility, precocious puberty,
prostate cancer, breast cancer, ovarian cancer and endometrial cancer, either
alone or in combination with chemotherapy."
3. The sixth sentence of Section 3.1.(ii) of the Agreement, as
previously revised through Amendment No. 1, shall be further amended to read as
follows:
"In no event shall the Presentation Date be later than [Redacted]*."
4. The first sentence of Section 13.3.1 of the Agreement, as
previously revised through Amendment No. 1, shall be further amended to read as
follows:
"Prior to the Acceptance Date, GSK shall have the right to terminate this
Agreement by serving notice of no less than 30 days to Apthon which will be
effective at the earlier of (a) twenty-seven (27) months after the Delivery Date
(defined in 3.1(i)) or (b) as from September 30, 2002."
5. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Agreement. For
the avoidance of doubt, the extension of the Presentation Date of the Agreement
shall not imply an extension by any means of the Put Option period or Call
Option period of the Subscription Agreement, which forms Schedule C of the
Agreement, which periods remain governed by the provisions of Section 3 of the
Subscription Agreement.
6. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.
7. This Amendment and the rights of the parties hereunder shall be
governed by, and interpreted in accordance with, the laws of the State of New
York, without giving effect to the principles of conflict of law thereunder.
8. This Amendment shall become effective on the date (the "Amendment
Effective Date") when each of the Parties shall have signed a counterpart hereof
(whether the same or different counterparts).
9. From and after the Amendment Effective Date, all references in the
Agreement shall be deemed to be references to the Agreement as amended by this
Amendment and Amendment No. 1.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date and year first above written.
APHTON CORPORATION
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman, President and
Chief Executive Officer
GLAXOSMITHKLINE PLC
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Company Secretary