EXHIBIT 10.53
COLLABORATION AGREEMENT
T HIS C OLLABORATION A GREEMENT (the “ Agreement ”) is entered into and made effective as of March 31, 2005 (the “
Effective Date ”) by and between N UVELO , I NC . , a Delaware corporation having its principal place of business at 675 Almanor
Avenue, Sunnyvale, CA 94085 (“ Nuvelo ”), and K IRIN B REWERY C OMPANY , L TD . , a corporation organized under the laws
of Japan, having offices at 10-1, Shinkawa 2-chome, Chuo-ku, Tokyo 104-8288, Japan, (“ Kirin ”). Nuvelo and Kirin are
sometimes referred to herein individually as a “ Party ” and collectively as the “ Parties .”
R ECITALS
W HEREAS , Kirin and Nuvelo are parties to that certain Collaboration Agreement dated August 11, 2001 (as amended
March 5, 2002, September 3, 2002 and August 10, 2004, the “Prior Collaboration” ) which provides for a research collaboration
in which the parties collaboratively apply their proprietary technologies to assign functions to genes of previously unknown
function and discover and identify potential therapeutics that interact with such genes and/or their protein products; and
W HEREAS , pursuant to the Prior Collaboration the Parties have identified the function of a protein involved in intestinal
epithelial cell proliferation as well as a first product candidate they refer to as 17206 (further defined below) relating thereto, and
they wish to develop and commercialize together on different terms than those provided in the Prior Collaboration a commercial
product based on 17206; and
W HEREAS , the Parties wish to provide in this Agreement for such different terms, to supersede the terms of the Prior
Collaboration, with respect to 17206 all as further provided below.
N OW , T HEREFORE , the Parties agree as follows:
ARTICLE 1
DEFINITIONS
The following terms have the following meanings as used in this Agreement (with derivative forms being interpreted
accordingly and references to “Articles,” “Sections,” and “Exhibits” meani