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Exhibit 10.40
DATED
8 th
October
2008
LIVERPOOL SCHOOL OF TROPICAL
MEDICINE
acting on behalf of the A-WOL
CONSORTIUM (1)
and
COMBINATORX INCORPORATED
(2)
and
COMBINATORX (SINGAPORE) PTE. LTD
(3)
ACCESSION AGREEMENT INTRODUCING A
NEW MEMBER TO
THE A-WOL
CONSORTIUM
WALKER MORRIS
Kings Court
12 King Street
LEEDS
LS1 2HL
Tel: 0113 2832500
Fax: 0113 2459412
Ref: LIV.200-3
THIS AGREEMENT is made on 8th October
2008
This Accession Agreement relates to
the A-WOL Consortium – Consortium Agreement relating to
Anti-symbiotic Treatment of Filariasis Consortium effective on
1 January 2008 (“ Consortium Agreement
”).
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(1)
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LIVERPOOL
SCHOOL OF TROPICAL MEDICINE a company limited by guarantee and incorporated
in England and Wales (No: 83405) and being registered charity (No:
222655) whose registered office is situated at Prembroke Place,
Liverpool, L3 5QA, United Kingdom ( LSTM );
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(2)
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COMBINATORX
INCORPORATED, a corporation incorporated in
Delaware, USA whose principal place of business is 245 First
Street, 16 th Floor, Cambridge, MA 02142, USA;
and
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(3)
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COMBINATORX
(SINGAPORE) PTE. LTD . a
company registered in Singapore and being a subsidiary company of
CombinatoRx Incorporated, whose principal place of business is 11
Biopolis Way, Helios #08-05, Singapore 138667.
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CombinatoRx
Incorporated and CombinatoRx (Singapore) Pte. Ltd shall be referred
to collectively as “ New Member ”.
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1.1
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The New Member
was a member of the A-WOL Consortium pursuant to the Interim
Consortium Agreement dated 25 April 2007 (“ Interim
Agreement ”). The parties hereby agree and acknowledge
that the Interim Agreement is deemed to expire on 31 March
2008 as between LSTM and the New Member only. The parties (except
in respect of the New Member) agree and acknowledge that the
Effective Date of the Consortium Agreement is 1 January 2008
and Clause 2.1 of the Consortium Agreement shall be amended
accordingly.
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1.2
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The New Member
hereby consents to become a party to the Consortium Agreement and
agrees to be bound by the terms of the Consortium Agreement and
accepts all the rights and obligations of a party starting on
1 April 2008.
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Page 1
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1.3
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Notwithstanding
the provisions of Clause 5 of the Consortium Agreement, LSTM, for
and on behalf of the other parties to the A-WOL Consortium and the
New Member hereby agree that the intellectual property obligations
of the New Member and LSTM shall be governed in accordance with the
Co-ownership Agreement between LSTM and the New Member with an
effective date of 1 April 2008 and Clause 5 of the Consortium
Agreement shall not apply to the New Member.
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1.4
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LSTM for and on
behalf of the other parties to the Consortium Agreement hereby
certifies that the parties to the Consortium Agreement have
accepted in the meeting held in October 2008 the accession of the
New Party on the terms of this Accession Agreement.
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1.5
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Any definitions
used in this Accession Agreement shall have the meaning ascribed to
them in the Consortium Agreement.
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2.1
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LSTM for and on
behalf of the other parties to the Consortium Agreement (as agreed
in the meeting held in October 2008 and the New Member, hereby
agree that the time periods for publication under Clauses 6.2 and
6.3 of the Consortium Agreement shall be extended from twenty one
(21) days to thirty (30) days and the Consortium
Agreement shall be amended accordingly.
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Page 2
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3
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DISPUTE
RESOLUTION PROCEDURE
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3.1
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LSTM for and on
behalf of the other parties to the Consortium Agreement (as agreed
in the meeting held in October 2008 and the New Member, hereby
agree that the dispute resolution procedure in Schedule 5 paragraph
5 of the Consortium Agreement shall be amended to include the
following procedure:
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