EXHIBIT 10.36
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AMENDMENT NO. 3 AND SUPPLEMENT TO
RESEARCH COLLABORATION AND LICENSE AGREEMENT
Amendment No. 3 and
Supplement dated and
effective December 1, 1997,
between SYNAPTIC
PHARMACEUTICAL CORPORATION,
a Delaware corporation
("Synaptic"), and MERCK &
CO., INC., a New Jersey
corporation ("Merck").
Recitals
WHEREAS, Merck and Synaptic are parties to a Research
Collaboration and License Agreement dated as of November 30, 1993, as amended
(the "Agreement"); and
WHEREAS, Merck and Synaptic desire to extend the term of the
Research Program (capitalized terms used and not defined herein having the
meanings set forth in the Agreement) under the Agreement as set forth herein in
order to continue to work towards the identification of back-up safety
assessment candidates;
NOW THEREFORE, in consideration of the premises and covenants
set forth herein, the parties agree as follows:
1. The term of the Research Program is hereby extended for an
additional one-year period expiring on November 30, 1998 (the
"Second Extension Period"). The term may be further extended
only upon the mutual agreement of the parties in writing.
2. During the Second Extension Period, as part of the Research
Program, Synaptic shall devote the efforts of two man years in
support of the continuing pharmacological characterization of
Merck compounds.
3. Merck shall pay to Synaptic, within 30 days following the end
of each three-month period of the Second Extension Period, an
amount equal to $120,000 (one hundred twenty thousand dollars)
in consideration of the support set forth in Article 2. In the
event that Merck terminates the Research Program pursuant to
Article 4 hereof, Merck will pay Synaptic a pro rata portion
of the $120,000 based on that number of days which precede the
Termination Date in the three-month period in which the
Termination Date occurs.
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4. At any time following written notification from Merck to
Synaptic that the Merck Research Management Committee has
accepted a second back-up safety assessment candidate, Merck
may terminate the Research Program by providing at least 90
days prior written notice to Synaptic. As of the ninetieth day
following such notice (the "Termination Date"), Synaptic shall
discontinue the support set forth in Article 2 hereof. Upon
any termination of the Research Program pursuant to this
Article 4, no sums shall be payable by Merck under Article 3
except for amounts due or earned but not yet paid as of the
Termination Date.
5. From and after the date first written above, all references in
the Agreement to "this Agreement," "hereunder," "hereof,"
"herein," or words of similar import, shall be a reference to
the Agreement, as amended by this Amendment No. 3 and
Supplement.
6. From and after the date first written above, all references in
the Agreement to "the Research Program" shall be a reference
to the Research Program conducted during the period beginning
on November 30, 1993, and ending on November 30, 1998, in
accordance with the Agreement, as amended and supplemented by
this Amendment No. 3 and Supplement, or such earlier date as
may be specified in a notification from Merck to Synaptic in
accordance with Article 4 above.
7. Except as expressly amended and supplemented by this Amendment
No. 3 and Supplement, the Agreement shall remain in full force
and effect and unchanged.
IN WITNESS WHEREOF, the parties have caused this Amendment No.
3 and Supplement to be executed and delivered as of the date first written
above.
SYNAPTIC PHARMACEUTICAL CORPORATION
By:/s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx
Chairman, President and Chief Executive Officer
MERCK & CO., INC.
By:/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Executive VP, Worldwide Basis Research
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