EX-10.2 3 rigl-20240331xex10d2.htm EX-10.2

Exhibit 10.2

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

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Amendment No. 2 to the License and Collaboration Agreement

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This Amendment No. 2 to the License and Collaboration Agreement by and between Rigel Pharmaceuticals, Inc. (“Rigel”), and Eli Lilly and Company (“Lilly”), is made and entered into as of the last signature to this Amendment No. 2 (the “Amendment No. 2 Effective Date”). Rigel and Lilly are each sometimes referred to individually as a “Party” and collectively as the “Parties.”

Whereas, Rigel and Lilly entered into the License and Collaboration Agreement effective February 18, 2021 and as amended on September 28, 2023 (the “Agreement”), and

Whereas, Rigel and Lilly desire to amend certain of the Development provisions in Article 3 of the Agreement.

Now therefore, in consideration of the premises and of the covenants contained herein and in the Agreement, the Parties hereto mutually agree to the following:

| A) | Section 3.4(b)(iv) of the Agreement is hereby deleted and replaced in its entirety with the following:

In the case of Rigel Rxxx Continuation or Lilly Rxxx Continuation, not later than [***], Rigel (in the case of Rigel Rxxx Continuation) or Lilly (in the case of Lilly Rxxx Continuation) shall provide the other Party, through the JSC, with a data package containing the results generated in connection with such Rigel Rxxx Continuation or Lilly Rxxx Continuation, as the case may be (the “Rxxx Continuation Data Package”). Within [***] days after receipt of the Rxxx Continuation Data Package (such period, the “Secondary Rxxx Election Period”), Lilly may elect Rxxx Acceptance by giving Rigel an Rxxx Acceptance Notice. If, as of Rxxx Acceptance, Rxxx has not been designated pursuant to Section 3.4(a) (CNS Penetrant Lead Identification) or the JSC thereafter decides to designate an alternative RIP1 Inhibitor as Rxxx, then the JSC shall designate a RIP1 Inhibitor as Rxxx for purposes of this Agreement in connection with such Rxxx Acceptance.

| B) | Section 3.4(c)(i) of the Agreement is hereby deleted and replaced in its entirety with the following:

Following a Lilly Rxxx Continuation, during the period beginning on such Lilly Rxxx Continuation until [***], Lilly shall use Commercially Reasonable Efforts to conduct the activities allocated to Lilly under the CNS Penetrant Development Plan with respect to the Development of CNS Penetrants up through completion of the first GLP toxicology study for Rxxx.

| C) | All other terms and conditions of the Agreement shall continue in full force and effect.

| D) | All capitalized terms used, but not defined, herein shall have the respective meaning set forth in the Agreement.

| E) | This Amendment No. 1 may be executed in counterparts, each of which shall be deemed an original, but all of which will constitute one and the same instrument.

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In witness whereof, the Parties have executed this Amendment No. 2 as of the Amendment No. 2 Effective Date.

​ Rigel Pharmaceuticals, Inc. ​ ​ ​ By: ​ ​/s/ Raul Rodriguez​ ​ Name: Raul Rodriguez Title: President & CEO ​ Date: March 7, 2024 | ​ Eli Lilly and Company ​ ​ ​ By: ​ ​/s/ Ajay Nirula​ ​ Name: Ajay Nirula Title: Senior Vice President ​ Date: March 11, 2024 ​
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