CONFIDENTIALPORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THECOMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

 

 

 

             SECOND AMENDMENT

 

This Second Amendment (the "Second Amendment") to the Collaboration Agreement dated as of November 27, 2006, and as amended as of November 25, 2009 (the "Agreement"), is effective as of December 20, 2009 ("Second Amendment Effective Date"), between Eli Lilly and Company, a corporation organized and existing under the laws of the State of Indiana ("LILLY"), and Applied NeuroSolutions, Inc., a corporation organized and existing under the laws of the State of Delaware ("APNS").

 

 

Now, therefore, for good and lawful consideration, the sufficiency of which is acknowledged and agreed, the parties, intending to be legally bound, hereby agree as follows:

 

Article 1.        In consideration of this Second Amendment, LILLY [***] on or before [***]. This [***] is in addition to any other [***].

 

Article 2.        The parties hereby agree to amend Section 1, first paragraph, by inserting the following sentences at the end thereof:

 

“For clarity, the term “Compounds” shall include, (1) the “[***]” set forth in the Research Plan, and (2) direct derivatives thereof (all such Compounds described in clauses (1) and (2) are referred to as the “[***] Compounds”); provided, however, that the term “Compounds” shall not include [***]. The term “Other Targets” shall also include [***].”

 

Article 3.        The parties hereby agree to amend Section 9 (a) by inserting the following at the end thereof:

 

“for research purposes (“Research Tools”).  APNS also grants to LILLY an exclusive, non-                     

 

sublicensable, royalty-free license during the Agreement Term under APNS IP for the purpose of  developing [***] Compounds in the Field.”

 

Article 4.        The parties hereby agree to amend Section 9 (c) in its entirety as follows:

 

“Commercial Licenses to LILLY. Subject to the terms and conditions of this Agreement, APNS hereby grants to LILLY (i) an exclusive worldwide, [***] license during the Agreement Term, including the right to sublicense subject to Section 9(e), under the APNS IP and [***] to make, use, import, sell and offer to sell Products, and (ii) a non-exclusive, worldwide, [***] license [***] under the APNS IP to make, use, import, sell, and offer to sell biomarkers and diagnostics relating to Products (but not

 

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including [***]), The license granted under Section 9(c)(ii) shall [***].”

 

Article 5.        The parties hereby agree to amend Section 9 (d) in its entirety as follows:

 

“Commercial Licenses to APNS.  Subject to the terms and conditions of this Agreement and rights previously granted to third parties by LILLY, LILLY hereby grants to APNS (i) a [***], with the right to sublicense, under the LILLY IP to make, have made, use, import, sell, offer to sell, and otherwise distribute, biomarkers and diagnostics and (ii) [***], with the right to sublicense, under the LILLY IP to make, have made, use, import, sell, offer to sell, and otherwise distribute, [***]. The licenses granted under this Section 9(d) shall [***].”

 

Article 6.        The parties hereby agree to amend Section 9 by inserting the following as Section 9(g)

 

“For clarity, at the point that LILLY ceases to develop Compounds, or upon an Event of Default by LILLY, these research licenses granted to LILLY under Section 9(a) will terminate, and LILLY will return all Materials to APNS.”

 

Article 7.        The parties hereby agree to amend Section 11 (a) by adding under the milestone table the following:

 

 

 

			[***]
			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
		[***]		[***]

Article 8.        The parties hereby agree to amend Section 11 (b) by adding under the royalty table the following:

 

Annual Sales*                                      [***]
[***]                                                      [***]

 

[***]                                                      [***]

 

[***]                                                      [***]