EXHIBIT 10.35
ADDENDUM NO. 2 TO
RESEARCH, OPTION AND LICENSE AGREEMENT
This Addendum No. 2, effective as of October 31, 1996 (the "Addendum
Effective Date"), between ▇▇▇ ▇▇▇▇▇ AND COMPANY, a corporation organized under
the laws of the State of Indiana, having its principal place of business at
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, and its Affiliates
(hereinafter collectively called "LILLY"),
AND
SYNAPTIC PHARMACEUTICAL CORPORATION (formerly known as Neurogenetic
Corporation), a corporation organized under the laws of the State of Delaware,
having its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, and its Affiliates (hereinafter collectively called "SYNAPTIC").
Recitals
1. LILLY and SYNAPTIC are parties to a Research, Option and License
Agreement dated as of January 25, 1991(the "Original Agreement"), as amended by
the Addendum to Research, Option and License Agreement, effective as of January
1, 1995 ("Addendum No. 1"; and, together with the Original Agreement, the
"Current Agreement"), pursuant to which they have collaborated in a research
effort directed at certain serotonin (5-hydroxytryptamine or 5-HT) receptors and
5-HT- related disorders. Capitalized terms used and not defined in this Addendum
No. 2 have the meanings ascribed to them in the Current Agreement.
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2. The Current Agreement requires SYNAPTIC to devote to the Project,
and LILLY to provide financial support to SYNAPTIC for, a minimum of [***]
Scientific Man Years. The parties desire to, among other things, increase the
minimum level of effort required of SYNAPTIC, as well as the minimum level of
financial support required of LILLY, subject to the terms and conditions set
forth below, including the modification of certain terms and conditions
contained in the Current Agreement.
3. In addition, the parties desire to modify their economic arrangement
with respect to certain compounds, on the terms and conditions set forth below,
including the modification of certain terms and conditions contained in the
Current Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter recited, the parties agree as follows:
Section 1. Definitions.
(a) Modification of Definition. The definition of "Project" contained
in Section 1.05 of the Current Agreement is hereby amended to read in its
entirety as follows:
'"Project" means (i) with respect to the period beginning on
January 25, 1991, and ending on December 31, 1994, the research and
development program conducted by SYNAPTIC in the Field in collaboration
with LILLY during such period and (ii) with respect to the period
beginning on January 1, 1995, the continuation of such program;
provided, however, that from and after January 1, 1995, such program
shall be limited to the continued provision by SYNAPTIC to LILLY of
support in [***]all in accordance with Sections 2.00, 2.01 and 5.00 and
to the extent that LILLY's license shall not have terminated pursuant
to Section 6.02; provided further, however, that such program may be
expanded to include SYNAPTIC chemistry resources as contemplated by
Section 7.00.'
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(b) Addition of New Defined Terms. There is hereby added immediately
following Section 1.19 of the Current Agreement the following new subsections:
"Section 1.20. "5-HT4 Receptor" means any 5-HT4 receptor that is disclosed in
U.S. Letters Patent No. 5,472,866 entitled "DNA Encoding 5-HT4a Receptors" and
PCT International Application entitled "DNA Encoding 5-HT4 Serotonin Receptors
and Uses Thereof," published as WO 94/14957.
Section 1.21. "Library Compound" means any Existing Lilly
Compound or New Compound included within a Lilly Library.
Section 1.22. "Lilly Library" means any compound library which
(i) Lilly, or an Affiliate thereof, owns or otherwise has access to and
(ii) is subject to high volume screening in assays using Existing
Synaptic Technology, Project Technology and/or 5-HT4 Receptors at
Lilly's Affiliate, Sphinx Pharmaceuticals, or at other mutually agreed
sites."
Section 2. Staffing, Planning and Execution of Project.
(a) SYNAPTIC Effort on Project. LILLY hereby acknowledges its
satisfaction to date with the performance by SYNAPTIC of its
obligations with respect to the Project under Section 2.00 of the
Current Agreement.
Section 2.00 of the Current Agreement is hereby amended by deleting the
first two sentences thereof in their entirety and by inserting in lieu thereof
the following:
"From January 1, 1995, through December 31, 1996, SYNAPTIC
shall devote a minimum of [***] Scientific Man Years per year to the
Project. From and after January 1, 1997, during the term of the
Project, SYNAPTIC shall devote a minimum of [***] Scientific Man Years
per year to the Project, at least [***] of which shall be provided by
scientists with Ph.D. degrees."
Section 3. Funding of the Project.
(a) Duration and Amount of Funding. Section 3.00 of the Current
Agreement is herebyamended to read in its entirety as follows:
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"Section 3.00. Duration and Amount of Funding. LILLY has
provided SYNAPTIC with financial support over the period from January
1, 1991, to October 31, 1996. LILLY shall provide SYNAPTIC with further
financial support for the Project for the period from October 31, 1996,
through December 31, 1998. SYNAPTIC shall use the funds supplied by
LILLY solely for purposes of the Project. During the period from
January 1, 1995, through December 31, 1996, the financial support
provided to SYNAPTIC by LILLY shall be [***] per Scientific Man Year
for [***] Scientific Man Years per year, and during the period from
January 1, 1997, through December 31, 1998, the financial support
provided to SYNAPTIC by LILLY shall be [***] per Scientific Man Year
for [***] Scientific Man Years per year; provided, however, that as of
January 1 of each year following 1995 the amount of funding per
Scientific Man Year shall be increased by the percentage increase in
the Bureau of Labor Statistics Consumer Price Index for Urban Consumers
- New York, N.E. New Jersey Metropolitan Region Price Index during the
one-year period ending on the immediately preceding October 1. The
amount per Scientific Man Year shall be the total amount paid to
SYNAPTIC by LILLY for SYNAPTIC's effort on the Project, with SYNAPTIC
being responsible for all wages, supplies, facilities, utilities and
all other expenses in connection with the performance by it of its
services for the Project."
Section 4. Commercial Rights.
(a) Exclusive Licenses to LILLY. Section 5.00(2) of the Current
Agreement is hereby amended by deleting the period at the end thereof and by
inserting in lieu thereof the following:
"; and"
(b) Nonexclusive Licenses to LILLY. There is hereby added immediately
following Section 5.00(2) of the Current Agreement, as amended by Section 4(a)
above, the following new Section 5.00(3):
"(3) grants to LILLY a nonexclusive, worldwide, noncancellable right
and license to use and have used, for the sole purpose of testing
compounds, (i) Existing Synaptic Technology, Project Technology and the
5-HT4 Receptors, the cDNA encoding such receptors, the cell lines
expressing such receptors and, to the extent related to such receptors,
binding assays and functional assays and (ii) all SYNAPTIC patent
rights which would be infringed by LILLY's exercise of the right and
license referred to in the foregoing clause (i); provided,
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however, that such right and license does not extend to the use of
either of the aforementioned Technologies or the 5-HT4 Receptors and
the aforementioned related
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materials and technology for the purpose of the screening,
identification, selection and/or development of any compound the
mechanism of action of which involves a 5-HT4 Receptor and does not
involve a Project Receptor."
Section 5. Commercial Terms.
Under Section 6.00 of the Current Agreement, Lilly is required to pay
Synaptic a running royalty of [***] of the Net Sales of each Product comprising
any Existing Lilly Compound or New Compound, respectively, and to make certain
milestone payments to Synaptic for each such Compound, subject to the other
terms and conditions contained in the Agreement. Lilly and Synaptic desire to
make certain modifications to their economic arrangement with respect to certain
Existing Lilly Compounds and New Compounds. Accordingly, there is hereby added
to the Current Agreement the following new Section 6.00A:
"Section 6.00A. Payments by LILLY with respect to Certain Compounds.
With respect to any Product comprising an Existing Lilly Compound or a
New Compound that is, or is derived from information concerning, a
Library Compound, the provisions of Section 6.00 shall apply, except in
the case of any of the following:
(a) [***] If such Existing Lilly Compound or New Compound [***], then LILLY
shall not be required to pay SYNAPTIC any royalties or milestones with respect
thereto; provided, however, that if such Compound is [***], then LILLY shall be
required to -------- ------- pay SYNAPTIC (A) a running royalty of [***] of the
Net Sales of each product comprising such [***] Compound and (B) the same
milestone payments with respect to such [***] Compound that LILLY would be
required to pay SYNAPTIC with respect to any Lilly Compound under Section 6.00
of this Agreement. In the event that royalties are payable by LILLY to SYNAPTIC
pursuant to this Section 6.00A(a), the provisions regarding the computation and
term of royalties, the payment thereof and records and taxes with respect
thereto contained in this Agreement shall apply to such royalties to the same
extent that such provisions apply to royalties payable under Section 6.00 of
this Agreement. LILLY shall not later than December 1, 1996, develop and
implement a procedure by which it may from time to time be readily determined
whether any Existing Lilly Compound or New Compound is a [***] Compound. Such
procedure shall be
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described in writing to SYNAPTIC prior to such date and shall be
reasonably satisfactory to it. For purposes of this Section 6.00A(a),
the term [***].
(b) [***] If such Existing Lilly Compound or New Compound [***],
then LILLY shall not be required to pay SYNAPTIC any royalties
or milestones with respect thereto.
For purposes of this Section 6.00A, an Existing Lilly Compound
or a New Compound [***].
The provisions of this Section 6.00A shall not affect in any
way any obligation of LILLY that arose before March 1, 1996, to pay to
SYNAPTIC royalties or milestone payments with respect to Products,
Existing Lilly Compounds or New Compounds."
Section 6. Term and Termination. The parties agree that Lilly's right
under Section 9.02 of the Current Agreement to terminate the Project at any time
after December 31, 1995, upon six (6) months advance written notice to SYNAPTIC
is hereby extinguished. Accordingly, the text of Section 9.02 is hereby deleted
in its entirety and the following is hereby inserted in lieu thereof:
"[Intentionally Omitted]"
Section 7. Counterparts. This Addendum may be executed in two counterparts,
each of which shall be an original instrument, but both of which together shall
constitute one agreement. Section 8. Effect of Addendum. From and after the
Addendum Effective Date, all references in the Current Agreement, as amended or
supplemented by this Addendum, to "this
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Agreement," "hereunder," "hereof," "herein," or words of similar import, shall
be a reference to the Current Agreement, as so amended or supplemented. Except
as expressly amended or supplemented by this Addendum, the Current Agreement
shall remain in full force and effect and unchanged.
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IN WITNESS WHEREOF, the parties have caused this Addendum to be
executed and delivered as of the Addendum Effective Date by their proper and
duly authorized representatives.
SYNAPTIC PHARMACEUTICAL CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman, President
and Chief Executive Officer
▇▇▇ ▇▇▇▇▇ AND COMPANY
By: /s/
------------------------------------
Name:
Title:
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