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Exhibit 10.6
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE
OMISSIONS.
FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT
This First Amendment (this "Amendment") to the Exclusive License
Agreement
(the "License Agreement"), dated as of January 29, 2007, by and
between Critical
Therapeutics, Inc., a Delaware corporation ("Licensor"), and
Innovative
Metabolics, Inc., a Delaware corporation ("IMI"), is entered
into on June 29,
2007 by and between the Licensor and IMI. Any capitalized terms
used, but not
defined, herein shall have the meanings ascribed to them in the
License
Agreement.
WHEREAS, pursuant to the License Agreement, Licensor granted an
exclusive
license to IMI under the Licensed Patents and Licensed Know-How
for IMI to
research, develop and commercialize the Licensed Products &
Methods.
WHEREAS, Exhibit C of the License Agreement allows for IMI to
support
Sponsored Research in the Field.
WHEREAS, IMI desires to support certain Sponsored Research and
Licensor is
willing to have such Sponsored Research conducted under the NS
License.
WHEREAS, since the effective date of the License Agreement,
Provisional
Patent Application, No. [**] has been filed with the United
States Patent and
Trademark Office.
WHEREAS, Kevin J. Tracey, M.D. has assigned his right, title and
interest
to the Stimulation Technology to NS, and Dr. Shaw Warren, Jr.,
M.D. has assigned
his right, title and interest to the Stimulation Technology to
Licensor.
WHEREAS, pursuant to the NS License, Licensor has certain rights
to NS's
interest in the Stimulation Technology and Licensor desires to
sublicense those
rights to IMI under the License Agreement.
WHEREAS, Licensor and IMI desire to clarify certain patent
prosecution
matters related to certain of the NS Licensed Patents.
NOW, THEREFORE, acting in accordance with Section 10.4 of the
License
Agreement, the Parties hereby agree as follows:
Section 1. Sponsored Research.
The Parties hereby agree that Licensor shall have NS perform the
research
outlined on Exhibit A hereto (the "Additional Research") as
Sponsored Research
under the NS License during calendar year 2007. On or before
July 16, 2007, IMI
shall pay Licensor for the Additional Research in accordance
with the budget set
forth on Exhibit A hereto, and Licensor shall forward all
appropriate monies to
NS. The Parties hereby further agree that the activities and
results of the
Additional Research shall be treated as "North Shore Patent
Rights" or "North
Shore Technology", as appropriate, under the NS License and that
any North Shore
Patent Rights arising from the Additional Research shall be
treated as "Field
Only Licensed Patent Rights" under the License Agreement and
that any North
Shore T
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