Exhibit 10.4
AMENDMENT NO. 1
TO THE
COLLABORATION AND LICENSE AGREEMENT
This Amendment No. 1
to the Collaboration and License Agreement ( this
“ Amendment ”) , dated as of
September 18, 2006, is made by and between, on the one hand,
Amgen Inc. , a
Delaware corporation, having its principal place of business at One
Amgen Center Drive, Thousand Oaks, California 91320 (“
Amgen ”), and, on the other hand, Memory Pharmaceuticals
Corp. , a Delaware corporation, having its principal
place of business at 100 Philips Parkway, Montvale, New Jersey
07645 (“ Memory ”).
WHEREAS , Amgen and Memory entered into that certain
Collaboration and License Agreement (the “
Agreement ”), dated October 14, 2005,
pursuant to which Amgen obtained an exclusive license to certain
intellectual property rights of Memory; and
WHEREAS , pursuant to the terms of the Agreement, Amgen
would pay to Memory a payment upon the occurrence of certain events
related to [*] identified in the Agreement; and
WHEREAS , Amgen and Memory wish to amend the Agreement to
permit the parties to agree upon [*] to those identified in
the Agreement to be considered for the occurrence of the relevant
events.
NOW,
THEREFORE , in consideration of the mutual promises and
covenants hereinafter set forth, the parties hereto agree to amend
the Agreement as follows:
ARTICLE 1 — AMENDMENTS
1.1 Amendment to Section 1.65 .
Section 1.65 of the Agreement shall be deleted in its entirety
and replaced with the following:
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1.65 |
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“ Triggering Event ” means a
[*] determination by [*] resulting from the
performance of the research set forth in Schedule 1.65-A
attached hereto that [*] of the following [*] and
that such [*] : |
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(i) |
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[*] ; |
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(ii) |
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[*] ; |
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(iii) |
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[*] ; or |
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(iv) |
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[*] . |
[*] CONFIDENTIAL TREATMENT IS REQUESTED
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