AMENDMENT NUMBER ONE AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AND CONTRIBUTION AGREEMENT

Exhibit 2.2(b)

AMENDMENT NUMBER ONE

AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AND CONTRIBUTION AGREEMENT

This AMENDMENT NUMBER ONE to the AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AND CONTRIBUTION AGREEMENT (the “Amendment”) is made with retroactive effect to December 20, 2012 (the “Amendment Effective Date”), by and among Neotope Biosciences Limited, a private limited company incorporated under the laws of Ireland with offices at 00-00 Xxxxx Xxxx Xxxx, Xxxxxx 0, Xxxxxxx (“NBL”), Elan Pharma International Limited, a private limited company incorporated under the laws of Ireland with offices at Xxxxxxxx Xxxxxxxx, Xxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxx 0, Xxxxxxx (“EPIL”), Elan Pharmaceuticals, LLC (f/k/a Elan Pharmaceuticals, Inc), a Delaware limited liability company with offices at 000 Xxxxxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, X.X.X. 00000 (“EPI”), Elan Corporation, plc, an Irish public limited company with offices at Xxxxxxxx Xxxxxxxx, Xxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxx 0, Xxxxxxx (“Elan plc”), and Crimagua Limited, a private limited company incorporated under the laws of Ireland with offices at Xxxxxxxx Xxxxxxxx, Xxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxx 0, Xxxxxxx (“Crimagua”).

RECITALS

A. WHEREAS, EPIL and EPI and NBL have previously entered into an Amended and Restated Intellectual Property License and Contribution Agreement, effective as of December 20, 2012 (the “A&R IPLCA”);

B. WHEREAS, pursuant to the Demerger Agreement, dated November 8, 2012, between Elan plc and Prothena Corporation plc (“Prothena”) (the “Demerger Agreement”), the Prothena Business (as defined in the Demerger Agreement), including NBL, was transferred from Elan plc to Prothena;

C. WHEREAS, Elan plc, EPIL, EPI, and Xxxxxxx Alzheimer Immunotherapy (f/k/a Juno Neurosciences) (“JAI”) have previously entered into a License and Grant-Back Agreement, dated as of September 17, 2009 (the “Xxxxxxx Agreement”);

D. WHEREAS, under the Xxxxxxx Agreement, JAI shall assign Issued Non-Aß Patent Rights (as defined in the Xxxxxxx Agreement) to Elan plc or its designated affiliate at Elan plc’s request;

E. WHEREAS, under the Xxxxxxx Agreement, JAI granted to Crimagua and any affiliate it may designate in writing a license under certain patents and patent applications solely for purposes outside the field of treatment and/or prevention of human neurodegenerative conditions associated with beta amyloid deposition;

F. WHEREAS, Elan plc may have had, may have, or may in the future have, ownership rights in Non-Aß General Immunotherapy Patent Rights (as defined in the A&R IPLCA) acquired from JAI under the Xxxxxxx Agreement;

G. WHEREAS, Crimagua may have had, may have, or may in the future have, a license under General Immunotherapy Patent Rights other than Non-Aß General Immunotherapy Patent Rights (each as defined in the A&R IPLCA) from JAI under the Xxxxxxx Agreement;

H. WHEREAS, Elan plc and Crimagua wish to transfer to NBL all rights they may have under the Xxxxxxx Agreement to the extent set forth in the A&R IPLCA; and

I. WHEREAS, the parties mutually desire to amend the A&R IPLCA by adding Elan plc and Crimagua as parties to the A&R IPLCA, as set forth below.

NOW, THEREFORE, NBL, Elan plc, EPIL, EPI, and Crimagua agree as follows, effective as of the Amendment Effective Date:

AGREEMENT

1. Elan plc and Crimagua are hereby added as parties to the A&R IPLC and shall be included in the definition of “Elan” under the A&R IPLC.

2. The parties hereby agree that JAI may assign Non-Aß General Immunotherapy Patent Rights (as defined in the A&R IPLC) directly to NBL.

3. Elan plc hereby acknowledges and agrees that it has not designated, and shall not designate, any affiliate other than EPIL or EPI for purposes of Section 4.1 of the Xxxxxxx Agreement or any other provision of the Xxxxxxx Agreement with respect to Issued Non-Aß Patent Rights (as defined in the Xxxxxxx Agreement).

4. Crimagua hereby acknowledges and agrees that it has not designated, and shall not designate, any affiliate other than EPIL or EPI for purposes of Section 3.3.1 of the Xxxxxxx Agreement in the field of the Projects (as defined in the A&R IPLCA) or any other provision of the Xxxxxxx Agreement with respect to the field of the Projects.

5. Except as modified herein, the A&R IPLCA remains in full force and effect and is hereby incorporated by this reference.

[signature page follows]

ACCEPTED AND AGREED:

NEOTOPE BIOSCIENCES LIMITED						ELAN PHARMA INTERNATIONAL LIMITED
By:		/s/ Xxxxx Xxxxx				By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxx Xxxxx				Name:		Xxxxxxx X. Xxxxxx
Title:		Director				Title:		Director
Date:		24 September 2013				Date:		19 September 0000
						XXXX XXXXXXXXXXXXXXX, LLC
						By:		/s/ Xxxx X. Xxxxxxx
						Name:		Xxxx X. Xxxxxxx
						Title:		Secretary
						Date:		20 September 0000
						XXXX XXXXXXXXXXX, PLC
						By:		/s/ Xxxxxxx X. Xxxxxx
						Name:		Xxxxxxx X. Xxxxxx
						Title:		EVP & Company Secretary
						Date:		19 September 2013
						CRIMAGUA LIMITED
						By:		/s/ Xxxxxxx X. Xxxxxx
						Name:		Xxxxxxx X. Xxxxxx
						Title:		Director
						Date:		19 September 2013