TERM EXTENTION AND SECOND AMENDMENT TO RESEARCH COLLABORATION AND LICENSE AGREEMENT
TERM
EXTENTION AND SECOND AMENDMENT TO
RESEARCH
COLLABORATION
AND
LICENSE AGREEMENT
This
Term Extension and Second Amendment to Research Collaboration and License
Agreement
(the
“Term Extension and Second Amendment”) is effective as of September 29, 2006
between MERCK SHARP & DOHME LIMITED, whose registered office is at Hertford
Road, Hoddesdon, Hertfordshire, EN11 9BU, United kingdom (“MSD”) and NEUROGEN
CORPORATION, a Delaware corporation with offices located at 00 Xxxxxxxxx
Xxxxxxxxxx Xxxx, Xxxxxxxx, XX 00000 (“NEUROGEN”).
BACKGROUND
A. |
MSD,
NEUROGEN and Merck & Co., Inc. entered into a Research Collaboration
and License Agreement dated November 24, 2003, effective December
29, 2003
and amended by Letter Agreement between the Parties confirmed on
September
28, 2005 (collectively, the “Agreement”).
|
B. |
Section
11.10 of the Agreement contemplates that the Agreement may be amended,
or
any term hereof modified, only by a written instrument duly executed
by
both Parties. “Party” is defined as MSD
and NEUROGEN if singular or “Parties,” if
plural.
|
C. |
MSD
wishes to extend the Program Term and the Parties now desire to amend
certain terms of the Agreement, as specifically set forth
below.
|
AMENDMENT
NOW,
THEREFORE, based on the mutual covenants set forth herein, the Parties agree
to
be legally bound to the Agreement as extended and amended below:
1. |
In
accordance with the provisions of Section 2.1(c) MSD hereby gives
notice
to NEUROGEN that MSD is extending the Initial Term for an additional
one
(1) year.
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2. |
Section
2.1 (c) of the Agreement shall be renumbered as Section 2.1 (c) (i)
and a
new Section 2.1 (c) (ii) is added as
follows:
|
“Notwithstanding
2.1 (c) (i) above, if MSD elects to extend the Program Term for an additional
one-year period at the end of the Initial Term, then during such one-year
extension, MSD at any time may give Neurogen ninety (90) days advance written
notice that MSD is terminating the Program.
All
capitalized terms not defined in this Term Extension and Second Amendment shall
have the meanings assigned to them in the Agreement.
Except
as
specifically set forth in this Term Extension and Second Amendment, all other
terms and provisions of the Agreement shall remain in full force and effect
as
set forth therein and the Parties agree to continue to be legally bound to
the
Agreement as amended herein.
IN
WITNESS WHEREOF, the Parties, through their respective authorized
representatives, have executed this Term Extension and Second Amendment to
be
effective as of the date indicated above.
MERCK
SHARP & DOHME LTD NEUROGEN
CORPORATION
By: Xxxxxxxxxxx
Round By: Xxxxxx
X. Xxxxxx, PhD
Title: Managing
Director Title:
Vice
President Business Development
Date: September
28, 2006 Date: September
29, 2006