Exhibit 10.19
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY ASTERISKS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
FIRST AMENDMENT
TO
RESEARCH COLLABORATION AND LICENSE AGREEMENT
This FIRST AMENDMENT TO RESEARCH
COLLABORATION AND LICENSE AGREEMENT (this “First
Amendment”) dated as of October 20, 2004, is
entered into by and between Merck & Co., Inc.
(“MERCK”) and ARENA PHARMACEUTICALS, INC.,
(“ARENA”) and amends that certain Research
Collaboration and License Agreement between MERCK and ARENA,
effective as of October 21, 2002 (the
“Agreement”).
MERCK and ARENA, for good and
valuable consideration, the receipt and sufficiency of which are
hereby mutually acknowledged, and intending to be legally bound
hereby, agree as follows:
1
DEFINITIONS AND GENERAL
TERMS
1.1
All capitalized terms used and not
defined in this First Amendment shall have the meaning as set out
in the Agreement.
1.2
The term “Effective Date of
this First Amendment” shall be October 20,
2004.
1.3
Except as modified by this First
Amendment, the terms of the Agreement shall continue in full force
and effect without modification.
1.4
Notwithstanding anything else to the
contrary in this First Amendment, this First Amendment shall not be
effective unless and until the transactions contemplated by the
Stock Purchase Agreement dated October 20, 2004, by and
between MERCK and ARENA shall have closed.
2
ACTIVE COMPOUND
DESIGNATION
The Parties hereby designate the
compound identified as *********** (and more specifically described
in Exhibit 1 to this First Amendment) an “Active
Compound”.
3
EXCHANGE OF INFORMATION
BETWEEN SEPARATE PROGRAMS
The Parties agree that it would be
beneficial to both the collaborative Program and the Merck Internal
Program (as such program has been previously identified by Merck to
Arena) to have useful scientific information flow between the Merck
Internal Program and the Program. Consequently, MERCK shall
disclose Merck Internal Program Information (defined in
Section 4.2 of this First Amendment) to ARENA. ARENA
shall only be entitled to use such Merck Internal Program
Information to conduct the Program research activities assigned to
Arena under the Research Plan. MERCK is entitled to use
Program Information and Inventions and Collaboration Information
and Inventions in the Merck Internal Program.
CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED FOR THE PORTIONS MARKED BY
ASTERISKS
1
4
AMENDMENTS TO THE
AGREEMENT
As of the Effective Date of this First
Amendment, the Parties amend the Agreement as follows:
4.1
The definition of “Active
Compound” in subsections 1.1(a) and (b) is amended to delete
the words “for selectivity, activity and potency in in
vitro assays”.
4.2
The definition of “Merck
Know-How” is deleted in its entirety and replaced with the
following:
“1.23
“Merck
Know-How” means:
(A) all Merck Internal Program Information (defined below), and (B)
all other information, materials (including compounds), and
technology, including but not limited to, discoveries, processes,
methods, protocols, formulas, data, inventions (including, Merck
Program Information and Inventions, and Merck’s rights in
Collaborative Information and Inventions), know-how and trade
secrets, patentable or otherwise, which during the term of this
Agreement are: (a) owned or Controlled by MERCK; (b) not generally
known; and (c) are necessary or useful to ARENA in the performance
of ARENA’s obligations under the Program, but excluding Merck
Patents and Collaboration Patents. “Merck Internal
Program Information ” means information, data, materials
and know-how developed by MERCK in the course of its research and
development activities specific to the Merck Internal Program,
which are: (a) owned or Controlled by MERCK; (b) not generally
known; and (c) as reasonably determined by MERCK, necessary or
useful for the success of the Program, or necessary or useful to
ARENA in the performance of ARENA’s obligations under the
Program.
4.3
The definition of “Program
Term” is deleted in its entirety and replaced with the
following:
“Program
Term” means the
period from the Effective Date un
