Exhibit 10.2
***Text Omitted and Filed
Separately
with the Securities and Exchange
Commission.
Confidential Treatment Requested
Under 17 C.F.R. Sections
200.80(b)(4)
and 240.24b-2.
FOURTH AMENDMENT
TO
COLLABORATIVE RESEARCH,
DEVELOPMENT
AND LICENSE
AGREEMENTS
T HIS F OURTH A MENDMENT TO C OLLABORATIVE R ESEARCH , D EVELOPMENT AND L ICENSE A GREEMENTS (the “Fourth
Amendment” ) is entered into as of April 22,
2009 (the “Fourth Amendment Effective
Date” ) by and between ACADIA P
HARMACEUTICALS
I NC . , a
Delaware corporation ( “ACADIA” ) with
offices at 3911 Sorrento Valley Blvd., San Diego, CA 92121, and
A LLERGAN
S ALES , LLC , a Delaware limited liability company (
“Allergan” ) with offices at 2525 Dupont
Drive, Irvine, CA 92612, and A LLERGAN , I NC ., a
Delaware corporation, solely as guarantor of the performance under
this Agreement by Allergan.
R ECITALS
W HEREAS , the
parties previously entered into that certain Collaborative
Research, Development and License Agreement, dated
September 24, 1997 (as amended by the First Amendment, the
Second Amendment and the Third Amendment described below, the
“1997 Agreement” ), pursuant to which the
parties conducted collaborative research regarding, among other
things, receptor selective compounds with the goal of establishing
drug discovery programs related to such receptor selective
compounds;
W HEREAS , the
parties previously entered into that certain Collaborative
Research, Development and License Agreement, dated July 26,
1999 (the “1999 Agreement” ), pursuant to
which the parties conducted collaborative research regarding
[…***…] muscarinic compounds for the treatment or
prevention of ocular disease;
W HEREAS , the 1997 Agreement was first amended on
March 27, 2003 (the “ First
Amendment” ) to continue the collaboration under the
1997 Agreement with respect to alpha adrenergic receptors and on
the same date the parties entered into a new Collaborative
Research, Development and License Agreement (the “2003
Agreement” ) regarding ACADIA’s
chemical-genomics assets;
W HEREAS , the 1997 Agreement and the 2003 Agreement were
amended on February 28, 2006 (the “Second
Amendment” ) to continue the collaboration under the
1997 Agreement and the 2003 Agreement with respect to alpha
adrenergic receptors and to continue to collaborate on other
receptor selective compounds included in ACADIA’s
chemical-genomics assets;
W HEREAS , the 1997 Agreement and the 2003 Agreement were
amended on March 3, 2008 (the “Third
Amendment” ) to continue the collaboration under the
1997 Agreement and the 2003 Agreement with respect to alpha
adrenergic receptors and to continue to collaborate on muscarinic
compounds for eye-care applications;
W HEREAS , the periods for research to be done pursuant
to the 1997 Agreement and the 2003 Agreement (together, the “
Agreements ”) will expire on March 27,
2009;
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W HEREAS , the
parties wish to expand their collaboration on […***…]
muscarinic selective compounds for eye-care indications on the
terms set forth below; and
W HEREAS , the parties may wish to collaborate on
muscarinic selective compounds for eye care indications or on other
selective compounds included in ACADIA’s chemical-genomics
assets pursuant to the 2003 Agreement and on the terms set forth
below.
N OW T HEREFORE , in
consideration of the foregoing and the covenants and premises
contained in this Fourth Amendment, the parties hereby agree as
follows:
1. Alpha Adrenergic Research
Program. The
parties’ research under the Agreements on alpha adrenergic
receptors (the “Alpha Adrenergic Research
Program” ) shall cease. The Joint Research Committee
shall no longer manage or otherwise concern itself with matters
relating to research on alpha adrenergic receptors. The Research
Term of the Agreements with respect to the Alpha Adrenergic
Research Program expired as of March 27, 2009. Allergan shall
retain all of its current exclusive licenses under Section 5.1
of the 1997 Agreement to the ACADIA Technology in the Allergan
Field as to alpha adrenergic receptors. For as long as Allergan is
continuing to use commercially reasonable efforts to pursue
research, development, marketing and/or sale of an Allergan
Development Candidate or Allergan Product that is biologically
active against an alpha adrenergic receptor, ACADIA shall not, by
itself or in collaboration with a third party, use the ACADIA
Technology or the Collaboration Technology in the Allergan Field to
research compounds, whose primary biological activity is against an
alpha adrenergic receptor. (Capitalized terms used in this
paragraph that are not defined have the meaning given to them in
the 1997 Agreement).
2. […***…] Expansion Program.
The parties have agreed on a pool of ten (10) compounds from
ACADIA’s library of […***…] muscarinic
selective compounds from which Allergan may chose a backup compound
(the “ […***…] Expansion
Program” ). The current ten (10) compounds are
listed on Exhibit A hereto (the “Back-up
Pool” ). The Research Term of the Agreements with
respect to the […***…] Expansion Program shall be
extended to cover the period beginning March 28, 2009 and
ending March 27, 2010 (the “Additional Extension
Period” ). During the Additional Extension Period,
ACADIA will provide information on compounds included in the
Back-up Pool for continued evaluation by the parties. Further, if
directed by the JRC (as defined below), ACADIA shall engage in the
synthesis and evaluation of additional […***…]
muscarinic selective compounds. Allergan may remove and add
compounds to the Back-up Pool from (a) ACADIA’s existing
[…***…] muscarinic selective compounds (i.e., those
identified prior to the Additional Extension Period), upon mutual
agreement of the parties, or (b) from new compounds
synthesized at the direction of the JRC, so long as the total
number of compounds in the Back-up Pool does not exceed ten
(10) at any given time. Allergan may select one compound from
the Back-up Pool to be treated as a Collaboration Lead Compound (as
defined in the 1999 Agreement and in addition to the compound based
on […***…], which has been advanced by the parties
pursuant to the 1999 Agreement) pursuant to the terms of the 1999
Agreement. Allergan shall use reasonable efforts to select a
compound from the Back-up Pool to be treated as
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a second Collaboration Lead Compound prior to
the end of the Additional Extension Period. Allergan’s right
to so select a compound shall expire at the end of the Additional
Extension Period. Upon selecting a compound from the Back-up Pool
to be treated as a Collaboration Lead Compound, Allergan shall be
entitled to select another compound to add to the Back-up Pool from
(a) ACADIA&rsqu