EXHIBIT 10.2
CONSENT AGREEMENT AND AMENDMENT
This Agreement (the "Agreement") dated February 25, 2004 (the
"Effective Date") is made by and among Wyeth Holdings Corporation (formerly
known as "American Cyanamid Company"), ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ("Wyeth"), Neurocrine Biosciences, Inc., ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Neurocrine"), and DOV Pharmaceutical, Inc., ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("DOV"). Wyeth, Neurocrine and
DOV may each be referred to herein individually as a "Party" and collectively as
the "Parties".
WHEREAS, DOV and Wyeth entered into that certain License Agreement
dated May 29, 1998 (as amended from time to time, including, without limitation,
by the 2002 Consent Agreement, the "Original License Agreement") pursuant to
which DOV was granted an exclusive license from Wyeth to the compound designated
as CL 285,489 (the "Compound");
WHEREAS, DOV and Neurocrine entered into that certain Sublicense and
Development Agreement dated June 30, 1998 (as amended from time to time,
including, without limitation, by this Agreement and by the 2002 Consent
Agreement, the "Sublicense Agreement") pursuant to which DOV sublicensed to
Neurocrine its rights under the Original License Agreement in the Patent Rights
and Know-How (each as defined in the Sublicense Agreement) to, among other
things, make and sell the Licensed Product (as defined in the Sublicense
Agreement);
WHEREAS, DOV, Neurocrine and Wyeth entered into that certain Consent
and Agreement dated December 13, 2002 (the "2002 Consent Agreement"), pursuant
to which Wyeth and DOV, inter alia, provided their consent for Neurocrine to
further sublicense to an Approved Sublicensee (as defined therein), including
Pfizer, Inc., the rights granted to it under the Sublicense Agreement;
WHEREAS, DOV and Wyeth desire to enter into prior to or upon the
Closing (as defined below) (i) an Amended and Restated License Agreement,
pursuant to which the Original License Agreement will be amended to delete
therefrom all rights and obligations of each of Wyeth and DOV insofar as they
relate to the Compound, and (ii) the Compound License Agreement (as defined
below), setting forth the rights and obligations of each of Wyeth and DOV solely
as they relate to the Compound; and
WHEREAS, Neurocrine desires to obtain from Wyeth and Wyeth desires to
grant to Neurocrine an assignment of (i) all of Wyeth's rights and obligations
under each of the Compound License Agreement, (ii) Wyeth's rights and
obligations under the 2002 Consent Agreement the extent such rights and
obligations relate to the Compound or the Compound Patent, and (iii) all of
Wyeth's right, title and interest in and to the Compound Patent (as defined
below), in each case subject to the rights and licenses granted to DOV pursuant
to the Compound License Agreement and the rights and licenses granted to DOV and
Neurocrine under the 2002 Consent Agreement.
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NOW THEREFORE, in consideration of the foregoing premises and the
promises, mutual covenants and obligations set forth below, and other good and
valuable consideration, the Parties agree as follows.
1. DEFINITIONS.
1.1 INCORPORATION BY REFERENCE. All capitalized terms not
otherwise defined herein shall have the meanings assigned to
such terms in the Original License Agreement or the Sublicense
Agreement, as applicable.
1.2 "CLOSING" shall mean the date and time on which Wyeth assigns
to Neurocrine and Neurocrine assumes from Wyeth, all of
Wyeth's rights and obligations under the Compound License
Agreement.
1.3 "COMPOUND LICENSE AGREEMENT" shall mean the license agreement
relating solely to the Compound, which license agreement is to
be entered into by and between Wyeth and DOV simultaneously
with their amendment and restatement of the Original License
Agreement as described above in the preamble of this
Agreement. The Compound License Agreement shall be in the form
attached hereto as Exhibit 1.3.
1.4 "COMPOUND PATENT" shall mean United States Patent 6,399,621
granted on June 4, 2002.
2. CONSENTS.
2.1 CONSENT TO AMEND THE LICENSE AGREEMENT. Neurocrine hereby
acknowledges that Wyeth and DOV will, and Wyeth and DOV each
agree that they shall, on or before the Closing, (i) amend and
restate the Original License Agreement so as to delete
therefrom all rights and obligations of each of Wyeth and DOV
insofar as they relate to the Compound, and (ii)
simultaneously enter into the Compound License Agreement.
Neurocrine hereby provides its consent for Wyeth and DOV to so
amend the Original License Agreement and enter into the
Compound License Agreement.
2.2 CONSENT TO ASSIGN THE COMPOUND LICENSE AGREEMENT. Subject to
the terms and conditions of this Agreement (including, without
limitation, the entry into each of the Compound License
Agreement and the Amended and Restated License Agreement by
Wyeth and DOV) and in partial consideration for the amendments
to be made to the Sublicense Agreement as set forth in Article
4 below, DOV hereby irrevocably provides its consent to each
of Wyeth and Neurocrine for Wyeth to assign to Neurocrine and
for Neurocrine to assume all of Wyeth's rights and obligations
under the Compound License Agreement. The rights to be so
assigned to Neurocrine (i) shall be subject to the rights and
licenses granted to DOV under the Compound License Agreement,
and (ii) shall
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not reduce the exclusivity enjoyed by DOV under the Wyeth
Patents and Wyeth Know-How (each as defined in the Compound
License Agreement) pursuant to the Compound License Agreement
beyond that which such exclusivity with respect to such Wyeth
Patents and Wyeth Know-How with respect to the Compound was
reduced by DOV's grant of rights to Neurocrine under the
Sublicense Agreement.
2.3 CONSENT TO ASSIGN COMPOUND PATENT. Subject to the terms and
conditions of this Agreement (including, without limitation,
the entry into each of the Compound License Agreement and the
Amended and Restated License Agreement by Wyeth and DOV) and
in partial consideration for the amendments to be made to the
Sublicense Agreement as set forth in Article 4 below, DOV
hereby irrevocably provides its consent to each of Wyeth and
Neurocrine for Wyeth to assign to Neurocrine and for
Neurocrine to assume all of Wyeth's right, title and interest
in and to the Compound Patent. The right, title and interest
in and to the Compound Patent to be so assigned to Neurocrine
(i) shall be subject to the rights and licenses granted to DOV
under the Compound License Agreement, and (ii) shall not
reduce the exclusivity enjoyed by DOV under the Wyeth Patents
and Wyeth Know-How (each as defined in the Compound License
Agreement) pursuant to the Compound License Agreement beyond
that which such exclusivity with respect to such Wyeth Patents
and Wyeth Know-How with respect to the Compound was reduced by
DOV's grant of rights to Neurocrine under the Sublicense
Agreement.
2.4 CONSENT TO ASSIGN 2002 CONSENT AGREEMENT. Subject to the terms
and conditions of this Agreement (including, without
limitation, the entry into each of the Compound License
Agreement and the Amended and Restated License Agreement by
Wyeth and DOV) and in partial consideration for the amendments
to be made to the Sublicense Agreement as set forth in Article
4 below, DOV hereby irrevocably provides its consent to each
of Wyeth and Neurocrine for Wyeth to assign to Neurocrine and
for Neurocrine to assume, subject to the obligations assumed
by Neurocrine under the Compound License Agreement, all of
Wyeth's rights and obligations under the 2002 Consent
Agreement insofar as such rights and obligations relate to the
Compound and/or the Compound Patent, it being understood and
agreed that Wyeth will at all times remain obligated under the
2002 Consent Agreement as and to the extent that Wyeth is the
owner or licensor of the ACY Know-How and the ACY Patents (as
such terms are defined in the Original License Agreement, but
not including the Compound Patent).
2.5 CONSENT TO GRANT LICENSE TO NEUROCRINE. Subject to the terms
and conditions of this Agreement (including, without
limitation, the entry into each of the Compound License
Agreement and the Amended and Restated License Agreement by
Wyeth and DOV) and in partial consideration for the amendments
to be made to the Sublicense Agreement as set forth in
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Article 4 below, DOV hereby irrevocably provides its consent
to each of Wyeth and Neurocrine for Wyeth to grant to
Neurocrine an exclusive license, with the right to sublicense,
under the ACY Know-How and the ACY Patents (as such terms is
defined in the Original License Agreement and which terms will
be referred to as the "Wyeth Know" and the "Wyeth Patents",
respectively, in the Compound License Agreement), with the
exception of the Compound Patent, solely for Neurocrine to
make, have made, use, import, offer for sale and/or sell
pharmaceutical products containing the Compound in the
Territory (as such term is defined in the Compound License
Agreement). The rights to be so licensed to Neurocrine (i)
shall be subject and subordinate to the rights and licenses
granted to DOV under the Compound License Agreement, (ii)
shall not reduce the exclusivity enjoyed by DOV under the
Wyeth Patents and Wyeth Know-How pursuant to the Compound
License Agreement beyond that which such exclusivity with
respect to such Wyeth Patents and Wyeth Know-How with respect
to the Compound was reduced by DOV's grant of rights to
Neurocrine under the Sublicense Agreement, and (iii) are to be
granted to Neurocrine for purposes of allowing Neurocrine to
assume Wyeth's role as licensor of the Wyeth Patents and the
Wyeth Know-How and maintaining continuity in the chain of
title with respect to the licenses granted thereunder. For the
sake of clarity, for so long as the Sublicense Agreement or
any license granted under the 2002 Consent Agreement is in
effect, Neurocrine's or its Approved Sublicensee's use of the
Wyeth Know-How and practice of the Wyeth Patents shall be
accomplished through the rights and licenses granted to
Neurocrine under the Sublicense Agreement or the 2002 Consent
Agreement, respectively.
3. THE COMPOUND LICENSE AGREEMENT.
3.1 WAIVER OF CERTAIN RIGHTS. DOV and Neurocrine hereby agree
that, effective immediately after the assignment of the
Compound License Agreement by Wyeth to Neurocrine and for so
long thereafter as the Sublicense Agreement remains in effect,
Neurocrine hereby irrevocably waives its rights under, and DOV
shall have no further obligations under, Articles 3.0, 8.0 and
10.0 and Sections 6.5, 9.2, 14.1, 14.2 and 14.3 of the
Compound License Agreement. In the event that the Sublicense
Agreement is terminated for any reason, such waiver shall no
longer be in effect with respect to any activities occurring
after the effective date of such termination.
3.2 RIGHT OF FIRST REFUSAL. DOV and Neurocrine hereby agree that,
effective immediately after the assignment of the Compound
License Agreement by Wyeth to Neurocrine, the Compound License
Agreement is hereby amended to delete therefrom Article 4.0 in
its entirety.
3.3 PAYMENTS. DOV and Neurocrine hereby agree that effective
immediately
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after the assignment of the Compound License Agreement by
Wyeth to Neurocrine and for so long thereafter as the
Sublicense Agreement remains in effect or any license granted
by Wyeth or DOV to Neurocrine or any sublicensee of Neurocrine
remains in effect, the Compound License Agreement is hereby
amended by deleting Sections 6.2, 6.3 and 6.4 therefrom in
their entirety and inserting in their place, the following:
"6.2 DOV shall pay to Wyeth each of the following
Scheduled Payments within thirty (30) days
after the occurrence of the event specified
below for such Scheduled Payment:
Event Scheduled Payment
----- -----------------
First to occur of the filing of an NDA $1,000,000
for the Marketed Product in either the
United States, Japan or within the
European Union
Regulatory approval for the marketing $1,500,000
of the Marketed Product within either
the United States, Japan or within the
European Union
6.3 In consideration of the rights and licenses
granted to DOV under Article 2.0 hereof, DOV
shall pay to Wyeth during the term of this
Agreement, on a country-by-country basis,
royalties consisting of two and one-half
percent (2-1/2 %) of Net Sales of Marketed
Product."
In the event that the Sublicense Agreement ceases to be in
effect for any reason and the licenses granted by Wyeth or DOV
to Neurocrine or any sublicensee of Neurocrine pursuant to the
2002 Consent Agreement cease to be in effect, the amendment
set forth in this Section 3.3 shall no longer be of any force
or effect and the Sections 6.2, 6.3 and 6.4 of the Compound
License Agreement as they exist prior to the amendment thereto
pursuant to this Section 3.3 shall again become effective as
of such time.
3.4 PATENT ENFORCEMENT. DOV and Neurocrine hereby agree that
effective immediately after the assignment of the Compound
License Agreement by Wyeth to Neurocrine and for so long
thereafter as the Sublicense Agreement remains in effect or
any license granted by Wyeth or DOV to Neurocrine or
Neurocrine's Approved Sublicensee under the 2002
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Consent Agreement remains in effect, DOV's and Neurocrine's
(or Neurocrine's Approved Sublicensee's) rights and
obligations with respect to the enforcement of any patent
included within the Wyeth Patents (as such term is defined in
the Compound License Agreement) shall be governed by the terms
and conditions of the Sublicense Agreement (as amended hereby)
and that Section 12.3 of the Compound License Agreement shall
have no effect. In the event that the Sublicense Agreement is
terminated for any reason and the licenses granted by ACY or
DOV to Neurocrine or Neurocrine's Approved Sublicensee
pursuant to the 2002 Consent Agreement cease to be in effect,
the rights and obligations of each of DOV and Neurocrine with
respect to the enforcement of any patent included within the
Wyeth Patents shall thereafter be governed by Section 12.3 of
the Compound License Agreement.
3.5 TERM OF AGREEMENT. DOV and Neurocrine hereby agree that,
effective immediately after the assignment of the Compound
License Agreement to Neurocrine, the term of the Compound
License Agreement shall be, and, subject to Section 5.6 of
this Agreement, DOV's payment obligations to Neurocrine as
Wyeth's assignee thereunder shall continue in full force and
effect, in each country of the Territory until the later of
(a) the final expiration in such country of each patent,
including, without limitation, any patent included in the
Wyeth Patents and any patent owned or controlled by Neurocrine
(including, without limitation, U.S. Patent 6,544,999) which
patent would be practiced by the manufacture, use or sale of
the Compound or (b) ten (10) years following the first sale of
the Licensed Product by DOV or its sublicensee in such
country.
4. AMENDMENTS TO SUBLICENSE AGREEMENT.
4.1 PATENT ENFORCEMENT. In partial consideration for DOV's
agreement to provide the consents set forth in Sections 2.2
through 2.5 above, Neurocrine and DOV hereby agree to amend
Section 8.2 of the Sublicense Agreement by deleting Section
8.2 in its entirety and replacing it with the following:
"8.2 Each of DOV and Neurocrine shall promptly
inform the other party of any suspected
infringement by a third party of any patent
included within the Patent Rights and
provide such other party with any available
evidence of such suspected infringement.
Neurocrine, either directly or through its
sublicensee, shall have the right but not
the obligation to institute or initiate any
claim, suit or proceeding against an
infringer or a presumed infringer of any
patent included within the Patent
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Rights. Neurocrine, either directly or
through its sublicensee, shall control the
prosecution of any such suit, claim or
proceeding, including, without limitation,
the choice of counsel and any settlement of
any such suit or claim, provided, however,
Neurocrine shall not admit the invalidity of
any patent included within the Patent Rights
pursuant to any such settlement, without
DOV's prior written consent. DOV shall
provide Neurocrine with all reasonable
assistance (other than financial) required
to institute and maintain such proceedings.
In the event that a claim, suit or other
proceeding against an infringer or a
presumed infringer of any patent included
within the Patent Rights is not instituted
or initiated by either Neurocrine or its
sublicensee within six (6) months after DOV
has requested Neurocrine to do so, DOV,
after good faith consultation with
Neurocrine regarding the reasons for
electing not to initiate or institute such
claim, suit or other proceeding, and subject
to Neurocrine's consent, such consent not to
be unreasonably withheld, shall have the
right to institute a claim, suit or
proceeding against such infringer or
presumed infringer. In such event DOV shall
control the prosecution of any such suit,
claim or proceeding, including, without
limitation, the choice of counsel and any
settlement of any such suit or claim,
provided, however, that DOV shall not admit
the invalidity of any patent included within
the Patent Rights pursuant to any such
settlement without Neurocrine's prior
written consent. Neurocrine shall provide,
and shall cause its sublicensee to provide,
DOV with all reasonable assistance (other
than financial) required to institute and
maintain such proceedings.
Any proceeds from any proceeding brought by
or on behalf of Neurocrine or Neurocrine's
sublicensee against an infringer or presumed
infringer as provided in this Section 8.2
shall first be allocated to reimburse each
of DOV, Neurocrine and Neurocrine's
sublicensee for the costs incurred by such
party in connection with such proceedings.
DOV shall be entitled to receive ten percent
(10%) of any amount remaining from such
proceeds and Neurocrine, subject to
Neurocrine's obligations under any agreement
between Neurocrine and its sublicensee with
respect to such proceeds, shall be entitled
to retain the remaining amount of such
proceeds. Any remaining proceeds from any
proceeding brought by or on behalf of DOV
against an infringer or presumed infringer
as
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provided in this Section 8.2 shall first be
allocated to reimburse each of DOV and
Neurocrine for the costs incurred by such
party in connection with such proceedings.
DOV shall be entitled to retain ninety
percent (90%) of any amount remaining from
such proceeds and, subject to Neurocrine's
obligations under any agreement between
Neurocrine and its sublicensee with respect
to such proceeds, the remainder shall be
distributed to Neurocrine."
4.2 TERM. In partial consideration for DOV's agreement to provide
the consents set forth in Sections 2.2 through 2.5 above,
Neurocrine and DOV hereby agree to amend Section 15.1 of the
Sublicense Agreement by deleting Section 15.1 in its entirety
and replacing it with the following:
"15.1 This Agreement and Neurocrine's payment
obligations hereunder shall continue in full
force and effect in each country of the
Territory until the later of (a) the final
expiration in such country of each patent,
including, without limitation, any patent
included in the Patent Rights and any patent
owned or controlled by Neurocrine
(including, without limitation, U.S. Patent
6,544,999) which patent would be practiced
by the manufacture, use or sale of the
Compound or (b) ten (10) years following the
first sale of the Licensed Product by
Neurocrine or its sublicensee in such
country."
4.3 GOVERNING LAW. Neurocrine and DOV hereby agree to amend
Article 13 of the Sublicense Agreement by replacing in the
second line thereof "Delaware" with "New York".
4.4 PUBLIC COMMUNICATIONS. In partial consideration for DOV's
agreement to provide the consents set forth in Sections 2.2
through 2.5 above, Neurocrine and DOV hereby agree to amend
Section 16.9 of the Sublicense Agreement by adding the
following to the end thereof:
"In any annual filing made by Neurocrine under the
Securities Act of 1934 or any press release issued by
or on behalf of Neurocrine or Neurocrine's Affiliates
regarding the Compound, Neurocrine shall use its
reasonable best efforts to state that the Compound is
being developed and/or commercialized under license
from DOV. In any public presentation of regarding the
Compound made by any employee or representative of
Neurocrine or any of Neurocrine's Affiliates,
Neurocrine shall use its reasonable efforts to
indicate that the Compound is being developed and/or
commercialized under license from DOV. Neurocrine
shall use its
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reasonable efforts to request that its sublicensee
undertake similar obligations."
5. OTHER MATTERS.
5.1 ASSUMPTION OF OBLIGATIONS. Each Party agrees that, upon the
assignment by Wyeth to Neurocrine of Wyeth's rights and
obligations under the Compound License Agreement, it shall
sign and deliver to each of the other Parties an assignment
and assumption agreement in the form attached hereto as
Exhibit 5.1 duly executed by an authorized officer of such
Party.
5.2 PRESERVATION OF PATENTS. Neurocrine agrees that, upon
assignment by Wyeth of the Compound Patent to Neurocrine that
Neurocrine shall not, without DOV's prior written consent, (i)
allow the Compound Patent to lapse (by reason of failure to
pay maintenance fees or annuities or to take any other action
necessary to maintain the Compound Patent in full force and
effect) or (ii) admit the invalidity of the Compound Patent or
take any other action that would result in the invalidity of
the Compound Patent.
5.3 PAYMENT OF LEGAL EXPENSES. Neurocrine agrees that, within five
(5) business days after the effective date of this Agreement,
it shall pay to DOV those legal fees incurred by DOV in
negotiating and entering into the 2002 Consent Agreement,
which legal fees amount to Thirty Thousand Nine Hundred Ninety
Two Dollars and Seventy-Eight Cents ($30,992.78).
5.4 NO FURTHER OBLIGATIONS. Each of DOV and Neurocrine agree that,
upon the assignment by Wyeth to Neurocrine of Wyeth's rights
and obligations under the Compound License Agreement and of
Wyeth's right, title and interest in and to the Compound
Patent, that Wyeth shall have no further obligations under the
Compound License Agreement or with respect to the Compound
Patent.
5.5 EXERCISE OF RIGHTS. Each of DOV and Neurocrine shall exercise
and shall cause their respective Affiliates to exercise any
and all rights and elections required to preserve the rights
granted under the Compound License Agreement and the
Sublicense Agreement pursuant to Section 365(n) of the United
States Bankruptcy Code (11 USC Section 365(n)).
5.6 NET PAYMENTS. DOV and Neurcrine hereby agree, that upon the
assignment by Wyeth to Neurocrine of Wyeth's rights and
obligations under the Compound License Agreement, Neurocrine
may subtract from each payment to be made by Neurocrine to DOV
under the Sublicense Agreement an amount equal to that portion
of such payment that DOV is required to pay to Neurocrine, as
Wyeth's assignee, under the Compound License Agreement (prior
to such subtraction), provided, however, that for any amount
so subtracted by Neurocrine from payments due DOV under
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the Sublicense Agreement, DOV shall not be required to pay
such amounts to Neurocrine, as Wyeth's assignee, under the
Compound License Agreement.
6. MISCELLANEOUS.
6.1 AMENDMENT. No amendment, modification or supplement of any
provision of this Agreement shall be valid or effective unless
made in writing and signed by a duly authorized officer of
each of the Parties.
6.2 WAIVER. No provision of the Agreement shall be waived by any
act, omission or knowledge of a Party or its agents or
employees except by an instrument in writing expressly waiving
such provision and signed by a duly authorized officer of the
waiving Party. The waiver by either of the Parties of any
breach of any provision hereof by the other Party shall not be
construed to be a waiver of any succeeding breach of such
provision or a waiver of the provision itself.
6.3 SEVERABILITY. If any clause or portion thereof in this
Agreement is for any reason held to be invalid, illegal or
unenforceable, the same shall not affect any other portion of
this Agreement, as it is the intent of the Parties that this
Agreement shall be construed in such fashion as to maintain
its existence, validity and enforceability to the greatest
extent possible. In any such event, this Agreement shall be
construed as if such clause or portion thereof had never been
contained in this Agreement, and there shall be deemed
substituted therefor such provision as will most nearly carry
out the intent of the Parties as expressed in this Agreement
to the fullest extent permitted by applicable law.
6.4 REPRESENTATION BY LEGAL COUNSEL. Each Party hereto represents
that it has been represented by legal counsel in connection
with this Agreement and acknowledges that it has participated
in the drafting hereof and that it has not relied on any
statement or action made by any other Party's legal counsel in
the discussions regarding this Agreement. In interpreting and
applying the terms and provisions of this Agreement, the
Parties agree that no presumption shall exist or be implied
against the Party who drafted such terms and provisions.
6.5 NOTICES. Any notices required hereunder shall be sent by
registered or certified mail or by an equivalent service
capable of verification at the address stated below or such
other address as to which the parties may provide in the
future.
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If to Wyeth:
Wyeth Pharmaceuticals
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Senior Vice President, Global Business Development
With a copy to:
Wyeth
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: General Counsel
If to Neurocrine:
Neurocrine Biosciences, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: CEO
With copy: General Counsel
If to DOV:
DOV Pharmaceutical, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: CEO
With copy: General Counsel
6.6 DESCRIPTIVE HEADINGS. The descriptive headings of this
Agreement are for convenience only, and shall be of no force
or effect in construing or interpreting any of the provisions
of this Agreement.
6.7 GOVERNING LAW. This Agreement and the 2002 Consent Agreement
shall be governed by and interpreted in accordance with the
substantive laws of the State of New York, without regard to
conflict of law principles thereof.
6.8 COUNTERPARTS. This Agreement may be executed in any number of
counterparts each of which shall be an original and all
originals of which shall be deemed a single instrument.
6.9 ENTIRE AGREEMENT. This Agreement represents the full
understanding between the Parties with respect to the subject
matter hereof and cancels and supersedes any and all prior
negotiations, correspondence, understandings and agreements,
whether oral or written, among the Parties respecting the
subject matter hereof. Notwithstanding the foregoing,
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except as expressly stated herein with respect to the
amendments to be made to the Compound License Agreement, the
amendments to be made to the Sublicense Agreement, and the
rights and obligations of Wyeth under each of the Compound
License Agreement and the 2002 Consent Agreement, this
Agreement shall have no effect on the Compound License
Agreement, the Sublicense Agreement or the 2002 Consent
Agreement, which agreements shall continue in full force and
effect as so amended.
6.10 INDEPENDENT CONTRACTORS. This Agreement shall not constitute
any Party as the joint venturer, legal representative or agent
of any other Party hereto and no Party hereto shall have the
right or authority to assume or create any obligation on the
part of any other Party hereto.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE EXECUTED
BY THEIR DULY AUTHORIZED REPRESENTATIVES.
WYETH HOLDINGS CORPORATION
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
NEUROCRINE BIOSCIENCES, INC.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and CEO
DOV PHARMACEUTICAL, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President and General Counsel
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