Exhibit 4.6
to Form 20-F
DATED MARCH 29TH, 2002
LION BIOSCIENCE AG
and
BAYER AKTIENGESELLSCHAFT
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2ND AMENDMENT
RELATING TO A DEVELOPMENT AGREEMENT BETWEEN
LION BIOSCIENCE AG
AND
▇▇▇▇▇ ▇▇ DATED 13TH OCTOBER, 2000
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CONTENTS
CLAUSE PAGE
1. Interpretation........................................................1
2. Milestone 2 A and ACCEPTANCE TEST.....................................1
3. Milestones, Acceptance, Payment Schedules and Term....................2
4. Miscellaneous.........................................................3
ANNEX
1. Annex B/II: DELIVERABLES and WORK PACKCAGES for milestone 2 A.........4
2. Annex E/II: ACCEPTANCE TEST for milestone 2 A........................21
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THIS AGREEMENT is made on March 29th, 2002 BETWEEN:
(1) LION BIOSCIENCE AG ("LION"), ▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, registered with the commercial register of the local court in
Heidelberg under HR B 5706; and
(2) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇"), ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇.
WHEREAS
(A) LION and Bayer entered into a novel and innovative type of
collaboration to implement existing IT tools at Bayer but also to
develop novel IT tools such as pharmacophore informatics tools to
significantly enhance lead identification and optimization capabilities
for pharmaceutical and agrochemical discovery and development on 13th
October, 2000 ("DEVELOPMENT AGREEMENT").
(B) LION and Bayer agreed on the principal details of changes of the
Development Agreement to be implemented in the first calendar quarter
of 2002 relating in particular to the future milestones and payment
schedule in a 1st amendment to the Development Agreement dated 1st
December, 2002 and signed by LION on 11th December, 2001.
(C) LION and Bayer hereby wish implement the agreed changes of the
Development Agreement as follows.
NOW IT IS HEREBY AGREED as follows:
1. INTERPRETATION
(1) In this Agreement including the recitals all terms shall have the same
meaning as in the Development Agreement unless otherwise defined in
this agreement or where the context requires otherwise.
(2) "MILESTONE" has the meaning given to it in clause 1(8) of the
Development Agreement.
2. MILESONE 2 A AND ACCEPTANCE TEST
(1) The parties have agreed on a new milestone 2 A on 1st April, 2002. The
specific DELIVERABLES and WORK PACKAGES due for this new milestone 2 A
shall be set out in Annex B/II. The criteria of the ACCEPTANCE TEST
shall be set out in Annex E/II.
(2) For the avoidance of doubt, the parties confirm that subpayment 4
(excluding management fee 4) as defined in Annex D of the Development
Agreement (payable thereunder on 30th January, 2002) will be reduced to
US$2,000,000 and deferred until the DELIVERABLES of milestone 2 A have
been, or are deemed to have been accepted by Bayer according the
procedure of clause 5 of the Development Agreement.
3. MILESTONES, ACCEPTANCE, PAYMENT SCHEDULES AND TERM
(1) All remaining milestones shall be shifted and/or renamed as follows:
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- milestone 2 B 1ST October, 2002;
- milestone 3 1st April, 2003;
- milestone 4 1st October, 2003; and
- final milestone 1st December 2003.
(2) From subpayment 5 (inclusive) onwards, subpayments of Bayer according
to clause 7.2 of the Development Agreement shall be dependent on the
(deemed) acceptance by Bayer of key DELIVERABLES of a milestone. If the
key DELIVERABLES have been, or should have been accepted ("deemed
acceptance"), by Bayer, whichever of the two is the earlier, the
payment of Bayer shall be due within 30 days of such (deemed)
acceptance date. Therefore, the payment schedule set out in Annex D of
the Development Agreement shall be replaced for subpayments 5 and 6 by
the following payment schedule:
- 1st October, 2002 or after (deemed) acceptance (as
defined above) of milestone 2B, whichever is later:
subpayment 5* of US$2,000,000;
- 1st April, 2003 or after (deemed) acceptance (as
defined above) of milestone 3, whichever is later:
subpayment 6* of US$1,803,750;
- 1st October, 2003 or after (deemed) acceptance (as
defined above of milestone 4, whichever is later:
subpayment &* of US$1,803,750;
- 1st December, 2003 or after the final (deemed)
acceptance (as defined above), whichever is later:
final payment of US$1,000,000;
(3) Definition of key DELIVERABLES and the corresponding ACCEPTANCE TEST
shall be in mutual agreement between Bayer and Lion according to clause
4.4 of the Development Agreement, but at least 5 months before the date
of the corresponding milestone (2 months in the case of the final
milestone);
(4) For the DELIVERABLES of each milestone of an acceptance period of 30
days shall apply starting with the date of delivery of the DELIVERABLES
of each milestone according to the clause 5 of the Development
Agreement.
(5) The following new payment schedule for the management fee shall be
implemented and replace the schedule of management fees in Annex D to
the extent that such management fees have not yet become due (i.e. in
particular notwithstanding the payment of US$541,666.67 on 30th January
2003):
- 30th July, 2002: management fee 5 of US$541,666.67;
- 30th January, 2003: management fee 6 (first half) of US$ 270,833.34;
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- 30th July, 2003: management fee 6 (second half) of US$270,833.34.
(6) LION shall perform the project planning and risk assessment before the
definition of the key DELIVERABLES.
(7) The duration of the Development Agreement shall be extended until at
least until 1st January, 2004.
4. MISCELLANEOUS
(1) The Development Agreement and all of its provisions (as changed by the
1st amendment) will continue in full force and effect as legal, valid,
and binding obligations of each of the parties subject as provided in
this 2nd amendment or necessitated by the implementation of this 2nd
agreement.
(2) Clause 18 of the Development Agreement shall apply to this 2nd
amendment mutatis mutandis.
Executed by and on behalf of LION bioscience AG
Heidelberg, March 29th, 2002
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ und ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ und ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
CEO CIO
Executed by and on behalf of ▇▇▇▇▇ ▇▇
Leverkusen, ____________________
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Prof. ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Head of Pharma Research KB RP Legal Department
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