EXHIBIT 10.46
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AMENDMENT NO. 5 AND SUPPLEMENT TO
RESEARCH COLLABORATION AND LICENSE AGREEMENT
Amendment No. 5 and
Supplement dated and
effective as of December 1,
1998, 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 three-month period expiring on February 28, 1999
(the "Third Extension Period"). The term may be further
extended only upon the mutual agreement of the parties in
writing.
2. During the Third Extension Period, as part of the Research
Program, Synaptic shall devote the efforts of two full time
equivalents in support of the continuing pharmacological
characterization of Merck compounds.
3. Merck shall pay to Synaptic, within 30 days of the effective
date of this Amendment No. 5, an amount equal to $125,000 (one
hundred twenty-five thousand dollars) in consideration of the
support set forth in Article 2.
4. 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. 5 and
Supplement.
5. 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 February 28, 1999, in
accordance with the Agreement, as amended and supplemented by
this Amendment No. 5 and Supplement.
6. Except as expressly amended and supplemented by this Amendment
No. 5 and Supplement, the Agreement shall remain in full force
and effect and unchanged.
IN WITNESS WHEREOF, the parties have caused this Amendment No.
5 and Supplement to be executed and delivered as of the date first written
above.
SYNAPTIC PHARMACEUTICAL CORPORATION
By:/s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman, President and Chief
Executive Officer
MERCK & CO., INC.
By:/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President, Worldwide
Basic Research
