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Exhibit
10.1
AMENDMENT NO. 1
TO
COLLABORATIVE RESEARCH AND
LICENSE AGREEMENT
This Amendment No. 1 to
Collaborative Research and License Agreement (this “
Amendment ”), dated November 10, 2006, amends the
Collaborative Research and License Agreement entered into as of
December 27, 2005 (the “ Agreement ”) by
and between AstraZeneca AB, a company limited by shares organized
and existing under the laws of Sweden (“ AstraZeneca
”), and Targacept, Inc., a Delaware (USA) corporation
(“ Targacept ”).
WHEREAS AstraZeneca and
Targacept desire to amend the Agreement in accordance with
Section 17.6 thereof;
NOW, THEREFORE, AstraZeneca
and Targacept, intending to be legally bound, hereby agree as
follows:
1. Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed
to them in the Agreement.
2. Section 1.80 is
hereby amended by deleting the text in its entirety and replacing
it with the following.
“ “
Contract Quarter ” means, for each Contract Year,
each of the periods from (a) February 1 (or, for the
first Contract Year, the Effective Date) through March 31,
(b) April 1 through June 30, (c) July 1
through September 30 and (d) October 1 through
January 31.”
3. Section 1.134 of the
Agreement is hereby amended by deleting the text in its entirety
and replacing it with the following.
“ “
Framework ” means the structural framework of a
compound determined in accordance with the guidelines set forth in
Schedule 1.134.”
4. Section 1.236 is
hereby amended by deleting the text in its entirety and replacing
it with the following.
“ “
Pre-Phase IIb Program ” means (a) the
non-clinical and clinical development program as set forth in the
Pre-Phase IIb Plan and (b) in the event that either
(i) this Agreement is terminated by AstraZeneca in accordance
with Section 11.2.1(a), by Targacept in accordance with
Section 11.2.1(b) or by mutual agreement upon completion of
the Pre-Phase IIb Plan or (ii) Section 3.3.2(b) and
Section 3.3.2(b)(2) apply, all other non-clinical and clinical
research and development activities (including Manufacturing (as
defined in Section 16.18.1(f)) activities, but excluding all
non-clinical and clinical research and development activities, if
any, evaluating the combined effects or combined activity of
Ispronicline and any compound outside of the Collaboration that is
Controlled by AstraZeneca) conducted with respect to Ispronicline
during the period beginning on the Effective Date and ending on the
effective date of such termination (including for purposes of
Sections 1.42 and 11.3.1).””
5. Section 1.263 is
hereby amended by deleting the text in its entirety and replacing
it with the following.
“ “ ROFN
Collaboration ” means any transaction between
Targacept or any of its Affiliates and a Third Party for the
purpose of collaborating, or licensing such Third Party, to
research, develop, commercialize or otherwise Exploit compounds or
products for which prophylactic or therapeutic activity is known to
be derived in any material respect through any Exclusivity
Mechanism for one or more ROFN Indications in the Territory, but
exclud
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