EXHIBIT 10.47
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ADDENDUM NO. 3 TO
RESEARCH, OPTION AND LICENSE AGREEMENT
This Addendum No. 3, effective as of January 1, 1999 (the "Addendum
Effective Date"), between XXX XXXXX AND COMPANY, a corporation organized under
the laws of the State of Indiana, having its principal place of business at
Xxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, 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 000 Xxxxxxx Xxxx, Xxxxxxx, Xxx Xxxxxx
00000, 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 Addendum No. 2 to Research, Option and License
Agreement, effective as of October 31, 1996 ("Addendum No. 2"; and, together
with the Original Agreement and Addendum No. 1, 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. 3 have
the meanings ascribed to them in the Current Agreement.
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2. The Agreement provides that the Project shall terminate on December
31, 1998, but may be extended for additional periods which contemplate
additional funding by LILLY and continuing studies by SYNAPTIC and LILLY. The
parties desire to extend the term of the Project until July 31, 1999, on the
terms and conditions set forth herein.
3. In addition, the parties desire to expressly state that LILLY's
right to submit compounds under a certain provision contained in the March 13,
1996 letter agreement, as amended (the "March 1996 Letter Agreement"), between
them is not, by virtue of the extension of the term of the Project, being
extended.
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 January 1, 1995, until December 31, 1998,
such program shall be limited to the continued provision by SYNAPTIC to
LILLY of support in (A) the evaluation by SYNAPTIC of LILLY Compounds
at Project Receptors and at the 5-HT4 Receptors in binding and
functional assays, (B) tissue localization studies involving Project
Receptors, (C) the conduct of neurotransmitter release studies
involving Project Receptors and 5-HT4 Receptors and (D) the
identification of new species homologues of Project Receptors, 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 from January 1, 1999, until July 31,
1999, such program shall be limited to the activities described in the
foregoing clause (A)."'
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Section 2. Staffing, Planning and Execution of Project.
(a) SYNAPTIC Effort on Project. Section 2.00 of the Current Agreement
is hereby amended by deleting the second sentence thereof in its entirety and by
inserting in lieu thereof the following new sentences:
"During the period from January 1, 1997, through December 31,
1998, SYNAPTIC shall devote a minimum of twenty-two Scientific Man
Years per year to the Project, at least four of which shall be provided
by scientists with Ph.D. degrees. During the period from January 1,
1999, through July 31, 1999, SYNAPTIC shall devote an aggregate of
14,570 Scientific Man Hours to the Project. As used herein, the term
"Scientific Man Hour" shall mean one man hour of scientific work, on or
directly related to the Project, carried out by a SYNAPTIC employee. Of
all the SYNAPTIC employees assigned to the Project during the period
from January 1, 1999, through July 31, 1999, at least two shall be
scientists with Ph.D. degrees and the balance shall be scientists with
at least Bachelors degrees in a science. SYNAPTIC desires to provide
LILLY with a reasonable level of continuity in terms of personnel
assigned to the Project during the period from January 1, 1999, through
July 31, 1999. Accordingly, SYNAPTIC will assign to the Project during
this period as many of the scientists who were assigned to the Project
during the calendar quarter ended December 31, 1998, as is reasonably
practicable."
Section 3. Funding of the Project.
(a) Duration and Amount of Funding. Section 3.00 of the Current
Agreement is hereby amended to read in its entirety as follows:
"Section 3.00. Duration and Amount of Funding. LILLY has
provided SYNAPTIC with financial support over the period from January
1, 1991, to December 31, 1998. LILLY shall provide SYNAPTIC with
further financial support for the Project for the period from January
1, 1999, through July 31, 1999. SYNAPTIC shall use the funds supplied
by LILLY solely for purposes of the Project. During the period from
January 1, 1999, through July 31, 1999, the financial support provided
to SYNAPTIC by LILLY shall be $115 per Scientific Man Hour for 14,570
Scientific Man Hours, or $1,675,550 in the aggregate. The amount per
Scientific Man Hour 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."
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(b) Section 3.01 of the Current Agreement sets forth the manner in
which funding payments are to be made by LILLY to SYNAPTIC, as well as the
required timing of such payments, but provides that the parties may agree in
writing to other terms. SYNAPTIC and LILLY hereby agree that, notwithstanding
the provisions of Section 3.01 of the Current Agreement, the $1,675,550 of
funding required to be paid by LILLY to SYNAPTIC in respect of research support
during the period from January 1, 1999, through July 31, 1999, shall be payable
in two equal installments, the first of which shall be due no later than
February 15, 1999, and the second of which shall be due no later than May 1,
1999. Such payments shall be made in the same manner provided in Section 3.01 of
the Current Agreement.
Section 4. Commercial Terms.
Under Section 6.00 of the Current Agreement, Lilly is required to pay
Synaptic a running royalty of three percent (3%) or six percent (6%) 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 Current
Agreement. Under Section 3 of the March 1996 Letter Agreement, Lilly and
Synaptic agreed to make certain modifications to their economic arrangement with
respect to a limited number of Lilly Compounds that met all of the requirements
set forth in Section 3(b) of such Letter Agreement and that were submitted by
Lilly to Synaptic for testing after December 31, 1995, and before the expiration
or termination of the Project. The parties have agreed that effective as of
January 1, 1999, Lilly may not submit any additional Lilly Compounds to Synaptic
for testing pursuant to Section 3(b) of the March 1996 Letter Agreement.
Accordingly, Section 3(a) of the
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Letter Agreement is hereby amended (a) by deleting therefrom "and before the
expiration or termination of the Project" and (b) by inserting in lieu thereof
"until December 31, 1998".
Section 5. Term and Termination. Pursuant to Section 9.01 of the
Current Agreement, the parties hereby agree to extend the Project for an
additional seven-month period beginning as of January 1, 1999. Accordingly, the
reference in Section 9.01 of the Current Agreement to "December 31, 1998" is
hereby replaced with a reference to "July 31, 1999."
Section 6. 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 7. Effect of Addendum. From and after the Addendum Effective
Date, (a) all references in the Current Agreement, as amended or supplemented by
this Addendum No. 3, to "this Agreement," "hereunder," "hereof," "herein," or
words of similar import, shall be a reference to the Current Agreement, as so
amended or supplemented and (b) all references in the March 1996 Letter
Agreement, as amended by this Addendum No. 3, to "this letter," "hereunder,"
"hereof," "herein," or words of similar import, shall be a reference to the
March 1996 Letter Agreement, as so amended. Except as expressly amended or
supplemented by this Addendum No. 3, each of the Current Agreement and the March
1996 Letter 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 No. 3 Effective Date by their proper
and duly authorized representatives.
XXX XXXXX AND COMPANY
By: /s/August X. Xxxxxxxx
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Name: August X. Xxxxxxxx
Title: Executive Vice President,
Science and Technology
SYNAPTIC PHARMACEUTICAL CORPORATION
By: /s/Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
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