Exhibit 10.25
SECOND AMENDMENT
TO
COLLABORATIVE RESEARCH,
DEVELOPMENT
AND LICENSE
AGREEMENT
T HIS S ECOND A MENDMENT TO C OLLABORATIVE R ESEARCH , D EVELOPMENT AND L ICENSE A GREEMENT (the “Second
Amendment” ) is entered into as of February 28,
2006 (the “Second Amendment Effective
Date” ) by and between ACADIA P
HARMACEUTICALS
I NC . , a
Delaware corporation ( “ACADIA” ) with
offices at 3911 Sorrento Valley Blvd., San Diego, CA 92121, and
ALLERGAN SALES LLC a Delaware limited liability company, (
“Allergan” ), with offices at 2525 Dupont
Drive, Irvine, CA 92623, and A LLERGAN , I NC ., a
Delaware corporation, solely as guarantor of the performance under
this Agreement by Allergan.
R ECITALS
W HEREAS , the
parties previously entered into that certain Collaborative
Research, Development and License Agreement, dated
September 24, 1997 (as amended by the First Amendment
described below, the “1997 Agreement” ),
pursuant to which the parties conducted collaborative research
regarding, among other things, receptor selective compounds with
the goal of establishing drug discovery programs related to such
receptor selective compounds;
W HEREAS , the 1997 Agreement was first amended on
March 27, 2003 (the “ First
Amendment” ) to continue the collaboration under the
1997 Agreement with respect to alpha adrenergic receptors and on
the same date the parties entered into a new Collaborative
Research, Development and License Agreement (the “ 2003
Agreement” ) regarding ACADIA’s
chemical-genomics assets;
W HEREAS , the Research Terms of both of the 1997
Agreement and the 2003 Agreement (collectively, the
“Agreements”) will expire on March 27, 2006;
and
W HEREAS , the
parties wish to continue their research collaboration under the
Agreements on alpha adrenergic receptors and this Second Amendment
provides for further research on alpha adrenergic receptors
pursuant to the terms of the Agreements as amended by the terms set
forth below (the “Alpha Adrenergic Research
Program” ); and
W HEREAS , the parties may wish to continue to
collaborate on other receptor selective compounds included in
ACADIA’s chemical-genomics assets on the terms set forth
below.
N OW T HEREFORE , in
consideration of the foregoing and the covenants and premises
contained in this Second Amendment, the parties hereby agree as
follows:
1. Alpha Adrenergic Research
Program Continuation. The Alpha Adrenergic Research Program
shall continue with contribution from both Allergan and ACADIA, as
applicable, under the terms of the Agreements, as amended by this
Second Amendment.
The Alpha Adrenergic Research Program shall be
managed by the Joint Research Committee as set forth in
Section 2 of the 2003 Agreement. Research funding for the
Alpha Adrenergic Research Program shall be at the adjusted rate
provided for in Section 8.4 of the 2003 Agreement for the
appropriate year of the Research Term. The Research Term of the
Agreements with respect to the Alpha Adrenergic Research Program
shall be extended to cover the period beginning March 27, 2006
and ending March 27, 2008 (the “Extension
Period”). All of Allergan’s rights under the 1997
Agreement with respect to r
