Amendment Agreement - NPS PHARMACEUTICALS INC - 3-31-1997 by NPSP-Agreements

VIEWS: 1 PAGES: 8

									EXHIBIT 10.31 AMENDMENT AGREEMENT BETWEEN THE BRIGHAM AND WOMEN'S HOSPITAL, INC. AND NPS PHARMACEUTICALS, INC.

1997 RESEARCH AGREEMENT AMENDMENT BETWEEN THE BRIGHAM AND WOMEN'S HOSPITAL, INC. AND NPS PHARMACEUTICALS, INC. Effective March 1, 1997, The Brigham and Women's Hospital, Inc., a Massachusetts not-for-profit corporation having its principal offices at 75 Francis Street, Boston, Massachusetts 02115 (the "Hospital"), and NPS Pharmaceuticals, Inc., a Delaware corporation having its principal offices at 420 Chipeta Way, Salt Lake City, Utah 84108 (the "Company") agree as follows: XVI. BACKGROUND: The Hospital and the Company entered into a certain Research Agreement effective February 19, 1993 as amended by the Research Agreement Amendment effective December 10, 1993, and further amended by the 1996 Research Agreement Amendment effective February 7, 1996 (collectively the "Research Agreement"). The Hospital and the Company now wish to amend said Research Agreement pursuant to the terms of this 1997 Research Agreement Amendment (the "1997 Research Agreement Amendment"). Said 1997 Research Agreement Amendment to become effective the date first above written. Except as specifically amended hereby, the Research Agreement remains in full force and effect pursuant to the terms thereof. XVII. PAYMENTS: The level of funding during the second year of the Extended Performance Period shall be amended to provide for a level of funding of forty-one thousand two hundred fifty dollars ($41,250.00) per quarterly payment beginning March 1, 1997, such that each of the final four (4) scheduled quarterly payments beginning March 1, 1997 shall be forty-one thousand two hundred fifty dollars ($41,250.00).
APPLICABLE PO THE EXTE PAYMENT DATE PAYMENT AMOUNT PERFORMANCE - ------------------------------------------------------------------------ ---------------- ----------March 1, 1997........................................................... $ 41,250.00 03/01/97 to June 1, 1997............................................................ $ 41,250.00 06/01/97 to September 1, 1997....................................................... $ 41,250.00 09/01/97 to December 1, 1997........................................................ $ 41,250.00 12/01/97 to TOTAL:.............................................................. $ 165,000.00 ------------------------------03/01/97 to

XVIII. NOTICES: All notices of every kind and description whatsoever required or permitted under this Research Agreement shall be in writing and shall be deemed to have been received when personally delivered or when mailed through the U.S. Postal Service, postage prepaid, return receipt requested, or 1

1997 RESEARCH AGREEMENT AMENDMENT BETWEEN THE BRIGHAM AND WOMEN'S HOSPITAL, INC. AND NPS PHARMACEUTICALS, INC. Effective March 1, 1997, The Brigham and Women's Hospital, Inc., a Massachusetts not-for-profit corporation having its principal offices at 75 Francis Street, Boston, Massachusetts 02115 (the "Hospital"), and NPS Pharmaceuticals, Inc., a Delaware corporation having its principal offices at 420 Chipeta Way, Salt Lake City, Utah 84108 (the "Company") agree as follows: XVI. BACKGROUND: The Hospital and the Company entered into a certain Research Agreement effective February 19, 1993 as amended by the Research Agreement Amendment effective December 10, 1993, and further amended by the 1996 Research Agreement Amendment effective February 7, 1996 (collectively the "Research Agreement"). The Hospital and the Company now wish to amend said Research Agreement pursuant to the terms of this 1997 Research Agreement Amendment (the "1997 Research Agreement Amendment"). Said 1997 Research Agreement Amendment to become effective the date first above written. Except as specifically amended hereby, the Research Agreement remains in full force and effect pursuant to the terms thereof. XVII. PAYMENTS: The level of funding during the second year of the Extended Performance Period shall be amended to provide for a level of funding of forty-one thousand two hundred fifty dollars ($41,250.00) per quarterly payment beginning March 1, 1997, such that each of the final four (4) scheduled quarterly payments beginning March 1, 1997 shall be forty-one thousand two hundred fifty dollars ($41,250.00).
APPLICABLE PO THE EXTE PAYMENT DATE PAYMENT AMOUNT PERFORMANCE - ------------------------------------------------------------------------ ---------------- ----------March 1, 1997........................................................... $ 41,250.00 03/01/97 to June 1, 1997............................................................ $ 41,250.00 06/01/97 to September 1, 1997....................................................... $ 41,250.00 09/01/97 to December 1, 1997........................................................ $ 41,250.00 12/01/97 to TOTAL:.............................................................. $ 165,000.00 ------------------------------03/01/97 to

XVIII. NOTICES: All notices of every kind and description whatsoever required or permitted under this Research Agreement shall be in writing and shall be deemed to have been received when personally delivered or when mailed through the U.S. Postal Service, postage prepaid, return receipt requested, or 1

when shipped by private express carrier, shipment charges prepaid, to the party to whom delivery shall be made at the respective addresses as set out below.
HOSPITAL: NPS (COMPANY): [SAME AS IN THE ORIGINAL RESEARCH AGREEMENT] NPS Pharmaceuticals, Inc. Attn: Kimberly V. Rogers 420 Chipeta Way Salt Lake City, Utah 84108

when shipped by private express carrier, shipment charges prepaid, to the party to whom delivery shall be made at the respective addresses as set out below.
HOSPITAL: NPS (COMPANY): [SAME AS IN THE ORIGINAL RESEARCH AGREEMENT] NPS Pharmaceuticals, Inc. Attn: Kimberly V. Rogers 420 Chipeta Way Salt Lake City, Utah 84108 NPS Pharmaceuticals, Inc. Attn: Senior Corporate Counsel 420 Chipeta Way Salt Lake City, Utah 84108

with a copy to:

XIX. RESEARCH PLAN: The parties acknowledge that the Research Plan for Project Plan Year 5 for the period March 1, 1997 through February 29, 1998 shall be as attached to the fax message from Dr. Brown to Kimberly V. Rogers, Ph.D. of NPS dated February 20, 1997. The parties further acknowledge that Dr. Steve Hebert has separated or is to separate from the Hospital and effective March 1, 1997, he is no longer conducting research under the Brown/Hebert Funded Research Program. XX. RESEARCH AGREEMENT: Except as amended hereby, the Research Agreement remains in full force and effect pursuant to the terms thereof. EXECUTED by the respective duly authorized officers or agents of the Hospital and the Company to be effective as of the date and year first above written.
NPS PHARMACEUTICALS, INC. THE BRIGHAM AND WOMEN'S HOSPITAL INC.

/S/ JAMES U. By: /s/ BRIAN N. JENSEN HICKS - --------------------------------------------------------------------James U. Jensen Brian N. Hicks Its: VICE Its: ACTING DIRECTOR, VENTURES PRESIDENT DEPARTMENT Acknowledged: /s/ EDWARD M. BROWN ---------------------------Edward M. Brown

BY:

2

EXHIBIT 11.1 STATEMENT REGARDING CALCULATION OF NET LOSS PER SHARE

EXHIBIT 11.1 NPS PHARMACEUTICALS, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENT REGARDING COMPUTATION OF NET LOSS PER SHARE
YEARS ENDED DECEMBER 31, ----------------------------------------------------------------

EXHIBIT 11.1 STATEMENT REGARDING CALCULATION OF NET LOSS PER SHARE

EXHIBIT 11.1 NPS PHARMACEUTICALS, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENT REGARDING COMPUTATION OF NET LOSS PER SHARE
YEARS ENDED DECEMBER 31, ---------------------------------------------------------------1992 1993 1994 1995 1 ------------- ------------- ------------ ------------- ----$ (2,607,359) $ (7,158,581) $ 6,756,333 $ (3,318,091) $ 6 ------------- ------------- ------------ ------------- ----------------- ------------- ------------ ------------- ----1,076,500 1,208,100 5,977,300 6,924,400 10

Net loss...............................

Weighted average common shares outstanding during the period........ Weighted average common stock equivalents outstanding during the period............................... Weighted average preferred shares, as converted to common stock, outstanding during the period........ Stock options treated in accordance with Staff Accounting Bulletin No. 83................................... Shares used in Computation.............

--

--

--

--

1,466,200

2,339,600

--

--

Net Loss per share.....................

203,300 ------------2,746,000 ------------------------$ (0.95) -------------------------

203,300 ------------3,751,000 ------------------------$ (1.91) -------------------------

------------5,977,300 ----------------------$ 1.13 -----------------------

-------------6,924,400 ------------------------$ (0.48) -------------------------

----11 --------$ ---------

EXHIBIT 23.1 CONSENT OF KPMG PEAT MARWICK LLP, INDEPENDENT AUDITORS

ACCOUNTANTS' CONSENT The Board of Directors NPS Pharmaceuticals, Inc.: We consent to incorporation by reference in Registration Statement No. 333-02564 on Form S-3 and registration statement No. 33-79622 on Form S-8 of NPS Pharmaceuticals, Inc. of our report dated February 21, 1997, relating to the balance sheets of NPS Pharmaceuticals, Inc. as of December 31, 1996 and 1995, and the related statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1996, and for the period from October 22, 1986 (inception) to December 31, 1996, which report appears in the December 31, 1996 Annual Report on Form 10-K of NPS Pharmaceuticals, Inc.

EXHIBIT 11.1 NPS PHARMACEUTICALS, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENT REGARDING COMPUTATION OF NET LOSS PER SHARE
YEARS ENDED DECEMBER 31, ---------------------------------------------------------------1992 1993 1994 1995 1 ------------- ------------- ------------ ------------- ----$ (2,607,359) $ (7,158,581) $ 6,756,333 $ (3,318,091) $ 6 ------------- ------------- ------------ ------------- ----------------- ------------- ------------ ------------- ----1,076,500 1,208,100 5,977,300 6,924,400 10

Net loss...............................

Weighted average common shares outstanding during the period........ Weighted average common stock equivalents outstanding during the period............................... Weighted average preferred shares, as converted to common stock, outstanding during the period........ Stock options treated in accordance with Staff Accounting Bulletin No. 83................................... Shares used in Computation.............

--

--

--

--

1,466,200

2,339,600

--

--

Net Loss per share.....................

203,300 ------------2,746,000 ------------------------$ (0.95) -------------------------

203,300 ------------3,751,000 ------------------------$ (1.91) -------------------------

------------5,977,300 ----------------------$ 1.13 -----------------------

-------------6,924,400 ------------------------$ (0.48) -------------------------

----11 --------$ ---------

EXHIBIT 23.1 CONSENT OF KPMG PEAT MARWICK LLP, INDEPENDENT AUDITORS

ACCOUNTANTS' CONSENT The Board of Directors NPS Pharmaceuticals, Inc.: We consent to incorporation by reference in Registration Statement No. 333-02564 on Form S-3 and registration statement No. 33-79622 on Form S-8 of NPS Pharmaceuticals, Inc. of our report dated February 21, 1997, relating to the balance sheets of NPS Pharmaceuticals, Inc. as of December 31, 1996 and 1995, and the related statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1996, and for the period from October 22, 1986 (inception) to December 31, 1996, which report appears in the December 31, 1996 Annual Report on Form 10-K of NPS Pharmaceuticals, Inc. KPMG Peat Marwick LLP Salt Lake City, Utah March 26, 1996

EXHIBIT 23.1 CONSENT OF KPMG PEAT MARWICK LLP, INDEPENDENT AUDITORS

ACCOUNTANTS' CONSENT The Board of Directors NPS Pharmaceuticals, Inc.: We consent to incorporation by reference in Registration Statement No. 333-02564 on Form S-3 and registration statement No. 33-79622 on Form S-8 of NPS Pharmaceuticals, Inc. of our report dated February 21, 1997, relating to the balance sheets of NPS Pharmaceuticals, Inc. as of December 31, 1996 and 1995, and the related statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1996, and for the period from October 22, 1986 (inception) to December 31, 1996, which report appears in the December 31, 1996 Annual Report on Form 10-K of NPS Pharmaceuticals, Inc. KPMG Peat Marwick LLP Salt Lake City, Utah March 26, 1996

ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

YEAR DEC 31 1996 DEC 31 1996 68,961,764 0 415,208 0 0 69,376,972 5,257,370 2,477,665 72,159,944 1,963,603 0 0 0 11,807 69,857,705 72,159,944 0 20,342,330 0 0 16,437,695 0 141,705 6,454,687 350,000 6,104,687 0 0 0 6,104,687 0.55 0

ACCOUNTANTS' CONSENT The Board of Directors NPS Pharmaceuticals, Inc.: We consent to incorporation by reference in Registration Statement No. 333-02564 on Form S-3 and registration statement No. 33-79622 on Form S-8 of NPS Pharmaceuticals, Inc. of our report dated February 21, 1997, relating to the balance sheets of NPS Pharmaceuticals, Inc. as of December 31, 1996 and 1995, and the related statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1996, and for the period from October 22, 1986 (inception) to December 31, 1996, which report appears in the December 31, 1996 Annual Report on Form 10-K of NPS Pharmaceuticals, Inc. KPMG Peat Marwick LLP Salt Lake City, Utah March 26, 1996

ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

YEAR DEC 31 1996 DEC 31 1996 68,961,764 0 415,208 0 0 69,376,972 5,257,370 2,477,665 72,159,944 1,963,603 0 0 0 11,807 69,857,705 72,159,944 0 20,342,330 0 0 16,437,695 0 141,705 6,454,687 350,000 6,104,687 0 0 0 6,104,687 0.55 0

ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

YEAR DEC 31 1996 DEC 31 1996 68,961,764 0 415,208 0 0 69,376,972 5,257,370 2,477,665 72,159,944 1,963,603 0 0 0 11,807 69,857,705 72,159,944 0 20,342,330 0 0 16,437,695 0 141,705 6,454,687 350,000 6,104,687 0 0 0 6,104,687 0.55 0


								
To top