Exhibit 10.22
AMENDMENT TO
LICENSE, DEVELOPMENT, AND
COMMERCIALIZATION AGREEMENT
This Amendment to License, Development, and
Commercialization Agreement ( the
“Amendment”) is entered into this 29
th day of February, 2008, ( the
“Amendment Effective Date”) by and between ARYx
Therapeutics, Inc., a Delaware corporation having offices at
6300 Dumbarton Circle, Fremont, CA 94555
(“ARYx”) , and Procter & Gamble
Pharmaceuticals, Inc., an Ohio corporation having offices at
One Procter & Gamble Plaza, Cincinnati, Ohio 45202
(“P&G”).
RECITALS
WHEREAS , AYRx and
P&G are parties to that certain License, Development, and
Commercialization Agreement (“Agreement”), which
was executed on June 30, 2006;
WHEREAS, pursuant
to Section 8.2(a)(ii) of the Agreement, P&G is required to
deliver to ARYx a written analysis of the data and results from the
Definitive QTc Study (as such term is defined in the Agreement),
along with a notification of the milestone event arising from such
data and results (as described in Section 8.2(a)(ii) and
Exhibit H), unless P&G exercises its right to terminate within
a specified time period following the QTc Milestone Date (as such
term is defined in the Agreement);
WHEREAS, in a
letter dated February 22, 2008, ARYx and P&G agreed to
extend the foregoing time period by five (5) business days to allow
the Parties to discuss the data and results from the Definitive QTc
Study;
WHEREAS, based on
this discussion, P&G and ARYx now desire to amend the Agreement
to set a new QT Milestone Date to permit a manual analysis of the
data and results of the Definitive QTc Study, all under the terms
and conditions set forth below.
Now
THEREFORE, the Parties agree as follows:
1.
All capitalized terms in this Amendment that are not otherwise
defined herein shall have the meanings given to such terms in the
Agreement.
2.
&nb
