FIRST AMENDMENT TO AMENDED AND RESTATED STRATEGIC ALLIANCE AGREEMENT (NICOTINIC ALPHA-7 PROGRAM)
Exhibit 10.1
This FIRST AMENDMENT TO AMENDED AND RESTATED STRATEGIC ALLIANCE AGREEMENT (NICOTINIC
ALPHA-7 PROGRAM) (this “Amendment”) is executed to be effective this 30th day of
March, 2007, by and among Memory Pharmaceuticals Corp. (“Memory”), and X. Xxxxxxxx-Xx Xxxxx
Ltd. and Xxxxxxxx-Xx Xxxxx Inc. (together, “Roche”).
WHEREAS, Memory and Roche have previously entered into an Amended and Restated Strategic
Alliance Agreement (Nicotinic Alpha-7 Program) (including its schedules, appendices, and letter
listing Memory compounds) dated as of the 27th day of February, 2006 (the
“Agreement”), which sets forth the Parties’ rights, duties and obligations under
the Agreement; and
WHEREAS, the Parties wish to amend the Agreement and agree to the other provisions as
set forth herein.
NOW, THEREFORE, in consideration for the foregoing promises and for good and valuable
consideration, the receipt and sufficiency which are hereby acknowledged, the Parties hereby agree as follows:
| 1. | Schedule 1 to the Agreement is hereby amended by amending and restating in its entirety Item 2 under the heading [*] to read as set forth on Schedule A attached hereto. | ||
| 2. | This Amendment, along with the Agreement, shall constitute the entire agreement between the Parties with respect to the subject matter of the Agreement. All other terms of the Agreement shall remain in full force and effect. To the extent that there are any inconsistencies between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment shall prevail in effect. This Amendment may be executed by facsimile and in any number of counterparts, each of which shall be deemed an original but all of such together shall constitute one and the same instrument. |
[Signature block on the next page]
[*] CONFIDENTIAL TREATMENT IS REQUESTED
IN WITNESS WHEREOF, the parties have executed this First Amendment to be effective as of the
day and year first above written.
| MEMORY PHARMACEUTICALS | XXXXXXXX-XX XXXXX INC. | |||||||||||||||||
CORP. |
||||||||||||||||||
| By: | /s/ Xxxxx X. Xxxxx | By: | /s/ Warwick X. Xxxxxxx | |||||||||||||||
| Name: Xxxxx X. Xxxxx | Name: | Warwick X. Xxxxxxx | ||||||||||||||||
| Title: President and CEO | Title: | Vice President | ||||||||||||||||
| Global Head of Business Development | ||||||||||||||||||
| X. XXXXXXXX-XX XXXXX LTD | ||||||||||||||||||
| By: | /s/ Xxxxxx Xxxxxx | |||||||||||||||||
| Name: | Xxxxxx Xxxxxx | |||||||||||||||||
| Title: | Stv. Direktor | |||||||||||||||||
| By: | /s/ Xx. | Xxxxxx Xxxxxxx | ||||||||||||||||
| Name: | Xx. Xxxxxx Xxxxxxx | |||||||||||||||||
| Title: | Stv: Direktor | |||||||||||||||||
| Global Head Alliance Management | ||||||||||||||||||
[*] CONFIDENTIAL TREATMENT IS REQUESTED
2
Schedule A
Amended and Restated Item 2 under the heading
[*]
[*]
[*] CONFIDENTIAL TREATMENT IS REQUESTED
