Synosia Therapeutics, Inc. 601 Gateway Boulevard, Suite 1200 South San Francisco, CA 94080 USA Attention: Chief Executive Officer Synosia Therapeutics AG Aeschenvorstadt 36 4051 Basel Switzerland Attention: Chief Business Officer

Exhibit 10.14

Synosia Therapeutics, Inc. 000 Xxxxxxx Xxxxxxxxx, Xxxxx 0000 Xxxxx Xxx Xxxxxxxxx, XX 00000 XXX Attention: Chief Executive Officer		Synosia Therapeutics XX Xxxxxxxxxxxxxxx 00 0000 Xxxxx Xxxxxxxxxxx Attention: Chief Business Officer
		cc:    Xxxxxx Godward Kronish LLP 0000 Xxxxxxxx Xxxx Xxx Xxxxx, XX 00000 XXX Attention: Xxxxxx X. Xxxx, Esq.

14 January 2009

Re: Amended and Restated License Agreement

Gentlemen:

Reference is made to the Amended and Restated License Agreement (“License Agreement”) dated December 10, 2008 by and between Roche Palo Alto LLC, Xxxxxxxx-Xx Xxxxx Inc. and X.Xxxxxxxx-Xx Xxxxx Ltd (collectively, “Roche”), and Synosia Therapeutics, Inc. and Synosia Therapeutics AG (collectively, “Synosia”). Capitalized terms used but not otherwise defined in this letter agreement shall have the meanings provided in the License Agreement.

Under Section 3.2 of the License Agreement, Roche has certain negotiation rights related to Tier 2 Products. Synosia has expressed its desire to obtain a development and/or commercialization partner for Tier 2 Products containing the Program Compound known as “RO 4494351 / R1576 / A2a(3)” or “SYN115” (hereinafter, “SYN115”) and wants to avoid potential delays and disruptions in its partnering discussions with Third Parties that could result from Roche’s exercise of its negotiation rights under Section 3.2.

Roche desires Synosia to consider Roche as one of the candidates for a development and/or commercialization partnership, and in exchange for such consideration is willing to waive its rights with respect to Tier 2 Products containing SYN115 under Section 3.2 of the License Agreement. Accordingly, effective upon execution of this letter agreement by all parties, Roche and Synosia, intending to be legally bound, agree as follows:

Xxxxxxxx-Xx Xxxxx Inc.		000 Xxxxxxxxx Xxxxxx
		Xxxxxx, Xxx Xxxxxx 00000-0000			1/3

1. Roche hereby irrevocably waives its rights with respect to Tier 2 Products containing SYN115 under Section 3.2 of the License Agreement.

2. Synosia shall supply Roche with equal access to any information or data provided to any Third Party partner candidate with respect to such Tier 2 Products.

3. For clarification, Roche is not waiving its right to receive the license maintenance fee of Section 4.2(a) of the License Agreement, and Synosia hereby agrees to pay the license maintenance fee pursuant to Section 4.2(a) of the License Agreement when due.

4. This letter agreement may be executed in two or more counterparts, each of which shall be deemed an original document, and all of which, together with this writing, shall be deemed one instrument.

5. The License Agreement (including the Exhibits thereto), as expressly amended by this letter agreement, together with the Solvias Agreement, are both a final expression of the parties’ agreement and a complete and exclusive statement with respect to all of its terms. Except as specifically amended by this letter agreement, the License Agreement shall remain in full force and effect in accordance with its terms.

Please indicate your acceptance of these terms by signing in the space provided below.

Sincerely,

XXXXXXXX-XX XXXXX INC.

Apprv’d As To Form LAW DEPT.

ROCHE PALO ALTO LLC

/s/ Xxxxx X. Xxxxxxxxx

By

KG

/s/ Xxxxx X. Xxxxx

Name:

Xxxxx X. Xxxxxxxxx

Name:

Xxxxx X. Xxxxx

Title:

Nutley Site Head Pharma Partnering

Title:

Vice President

Date:

20-JAN-09

Date:

1/27/09

X.XXXXXXX-XX XXXXX LTD

X.XXXXXXX-XX XXXXX LTD

/s/ Xxxxx Xxxxxxxxxxxx

/s/ Xxxxxx Xxxxxx

Name:

Xx. Xxxxx Xxxxxxxxxxxx

Name:

Xxxxxx Xxxxxx

Title:

Pharma Partnering Site Head Basle

Title:

Head Corporate Law Pharma

Date:

21.1.2009

Date:

21.1.2009

[Synosia signature pages follow]

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AGREED TO AND ACCEPTED BY:

SYNOSIA THERAPEUTICS AG						SYNOSIA THERAPEUTICS AG
Name:		Xxxxxxx Xxxxx				Name:		Xxx Xxxx
Title:		Chief Business Officer				Title:		VP Clinical Research & Development
Date:		10 Feb 09				Date:		10 Feb 2009
SYNOSIA THERAPEUTICS, INC.
Name:		Xxx X. Xxxxxx
Title:		President & CEO
Date:		Feb 10, 2009

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