Exhibit 10.40
AMENDMENT TO THE STRATEGIC ALLIANCE AGREEMENT
This AMENDMENT TO THE STRATEGIC ALLIANCE AGREEMENT ("Amendment") is
executed to be effective this 28th day of February 2005, by and between Memory
Pharmaceuticals Corp. ("Memory"), and X. Xxxxxxxx-Xx Xxxxx Ltd. and Xxxxxxxx-Xx
Xxxxx Inc. (collectively, "Roche").
WHEREAS, Memory and Roche have previously entered into a Strategic
Alliance Agreement (including its schedules and appendices) dated as of the 19th
day of August 2003, by and between Memory and Roche, as amended (the
"Agreement"), which sets forth the Parties' rights, duties and obligations under
the Agreement; and
WHEREAS, Memory and Roche wish to amend Section 16.4 of the Agreement to
extend the time period during which Roche may exercise its right to elect not to
maintain its license rights;
NOW, THEREFORE, in consideration of the foregoing promises and for good
and valuable consideration, the receipt and sufficiency which is hereby
acknowledged, the Parties hereby agree as follows:
1. The fifth line of Section 16.4(a) shall be amended by deleting
"thirty (30)" and replacing it with "sixty (60)".
2. Entire Agreement. This Amendment, along with the Agreement, shall
constitute the entire agreement between the Parties with respect to
the subject matter of the Agreement. All other terms of the
Agreement shall remain in full force and effect. To the extent that
there are any inconsistencies between the terms of the Agreement and
the terms of this Amendment, this Amendment shall prevail in effect.
IN WITNESS WHEREOF, the Parties have executed this Amendment to be
effective as of the day and year first above written.
MEMORY PHARMACEUTICALS CORP. XXXXXXXX-XX XXXXX INC.
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxx
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Title: Vice President Global Head
Title: Chief Executive Officer of Business Development
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X. XXXXXXXX-XX XXXXX LTD
By: /s/ Xx. Xxxxxx Xxxxxx
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Title: Legal Counsel
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By: /s/ Xx. Xxxxx Xxx
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Title: Executive Vice President
Pharma Partnering
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