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Exhibit 10.8
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote
omissions.
DATE: JANUARY 8, 2007
CRITICAL THERAPEUTICS, INC.
AND
THE FEINSTEIN INSTITUTE FOR MEDICAL RESEARCH
AMENDMENT NO. 2 RELATING TO
THE SPONSORED RESEARCH AND LICENSE AGREEMENT
DATED JANUARY 1, 2003
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AMENDMENT NO. 2 RELATING TO
SPONSORED RESEARCH AND LICENSE AGREEMENT
BETWEEN
CRITICAL THERAPEUTICS, INC.
AND
THE FEINSTEIN INSTITUTE FOR MEDICAL RESEARCH
DATED JANUARY 1, 2003
THIS AMENDMENT NO. 2 is made the 8th day of January 2007.
BETWEEN:
(1) CRITICAL THERAPEUTICS, INC., a Delaware corporation ("CTI");
and
(2) THE FEINSTEIN INSTITUTE FOR MEDICAL RESEARCH, a New York
not-for-profit
corporation ("FEINSTEIN")
RECITALS:
(A) CTI and Feinstein entered into a Sponsored Research and
License
Agreement dated January 1, 2003.
(B) The said Sponsored Research and License Agreement was
modified by that
certain Letter Agreement between CTI and Feinstein dated
February 3,
2004, and was amended by that certain Amendment No. 1 dated June
1,
2006. The Sponsored Research and License Agreement as so
modified and
so amended is referred to herein as the "ORIGINAL
AGREEMENT".
(C) CTI and Feinstein have agreed to amend the Original
Agreement by and
upon the terms of this Amendment No. 2.
OPERATIVE PROVISIONS:
1. INTRODUCTION, DEFINITIONS AND INTERPRETATION
1.1. This Amendment No. 2 is supplemental to the Original
Agreement.
1.2. In this Amendment, the expression "THIS AMENDMENT NO. 2"
shall mean
this Amendment No. 2, including its recitals and schedules.
1.3. Except where expressly provided to the contrary in this
Amendment No.
2:
1.3.1 all capitalized terms used in this Amendment No. 2 shall
have
the same meanings as are assigned thereto in the Original
Agreement, as amended by this Amendment No. 2; and
1.3.2 this Amendment No. 2 shall be interpreted in the same
manner
as the Original Agreement.
1.4. Reference to clauses and Articles herein are to clauses and
Articles in
the Original Agreement.
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2. AMENDMENTS
NOW THEREFORE, in consideration of the mutual covenants
contained in the
Original Agreement and in this Amendment No. 2 and other good
and valuable
consideration the receipt and sufficiency of which is hereby
acknowledged, the
parties agree that with effect from the Amendment No. 2 Date (as
defined below),
the Original Agreement is hereby amended as follows:
2.1. Article 1 shall be amended by insertion of the following
additional
definition after Article 1.2.(b).:
"1.2.(c). AMENDMENT NO. 2 DATE" shall mean January 8, 2007."
2.2. Article 1.13 shall be deleted in its entirety and the
following
substituted therefor:
"1.13. "Research Term" shall mean the five-year period starting
on
the Effective Date of this Agreement and any extension of this
period mutually
agreed upon by CTI and North Shore."
2.3 Article 2.1 shall be deleted in its entirety and the
following
substituted therefor:
"2.1 CTI Support. CTI agrees to financially support the
Sponsored
Research at Feinstein for the Research Term. The amount of CTI
financial support
shall be:
First Research Year Two Hundred Thousand Dollars
($200,000.00)
Second Research Year Two Hundred Thousand Dollars
($200,000.00)
Third Research Year Two Hundred Thousand Dollars
($200,000.00)
Fourth Research Year One Hundred and Fifty Thousand Dollars
($150,000.00)
Fifth Research Year One Hundred and Twenty Thousand Dollars
($120,000.00)
Notwithstanding anything to the contrary in this Agreement,
Feinstein shall
invoice CTI for (i) 100% of the financial support for the Fourth
Research Year
on or after January 8, 2007, (ii) 25% of the financial support
for the Fifth
Research Year on or after April 15, 2007, (iii) 25% of the
financial support for
the Fifth Research Year on or after July 15, 2007, (iv) 25% of
the financial
support for the Fifth Research Year on or after October 15,
2007, and (v) the
balance of the financial support for the Fifth Research Year on
or after January
15, 2008." CTI shall make payment by check or wire transfer to
Feinstein for
each invoiced amount within one (1) month of the date of CTI's
receipt of any
invoice issued by Feinstein pursuant to the immediately
preceding sentence.
2.4 ATTACHMENT A shall be deleted in its entirety and the
following
substituted therefor:
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"ATTACHMENT A
RESEARCH PLAN: CHOLINERGIC ANTI-INFLAMMATORY PATHWAY (CAP)
PROGRAM
1. [**]
2. [**]
3. [**]
4. [**]
5. [**]
6. [**]
2.5. Schedule 1.7 shall be deleted in its entirety and the
following
substituted therefor:
"SCHEDULE 1.7
NORTH SHORE PATENT RIGHTS
<TABLE>
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NORTH CTI DOCKET APPLICATION TITLE COUNTRY/ APPLICATION
INVENTOR(s) STATUS
SHORE NO. FILE TYPE NO., FILING DATE
REF. NO. AND PRIORITY
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