CONFIDENTIAL TREATMENT REQUESTED AMENDMENT AGREEMENT NO. 2 TO THE RESEARCH COLLABORATION AND LICENSE AGREEMENT

Exhibit 10.8

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT AGREEMENT NO. 2 TO THE RESEARCH COLLABORATION
AND LICENSE AGREEMENT

This Amendment Agreement No. 2 (“Amendment”) is made to the Research Collaboration and License Agreement between Vitae Pharamaceuticals, Inc. (“Vitae”), with offices at 502 West Office Center Drive, Ft. Washington, PA 19034, USA (taxpayer ID number 04-03567753), and Boehringer Ingelheim International GmbH (“BI”) with offices at ****  (VAT ID ****), effective as of October 2, 2007, as amended in the Amendment Agreement (deemed Amendment No. 1) dated October 8, 2007 (together “Agreement”).

WHEREAS, BI has performed Phase I Studies with the 11ß HSD-1 Inhibitor ****(“Frontrunner”) and based on the results wishes to amend the Development Plan to perform two Phase I Studies, one each with the additional 11ß HSD-1 Inhibitors ****and ****(“Back-Ups”) respectively, to select one compound thereof to continue to Develop a Product.

Therefore, the Parties agree to the following:

1.              If not defined in this Amendment all words capitalized in this Amendment shall have the same meaning as defined in the Agreement.

2.              Exhibit 3 shall be replaced with the Development Plan attached to this Amendment.

3.              Both Back-Ups ****and ****shall be entered into ****for ****as shown in the Development Plan (“SRD Studies”).  Upon Initiation of the first ****, BI shall pay only one single Development Milestone for the ****according Sections 9.3.1 and 9.3.3 of the Agreement for both Back-Ups ****and ****together, i.e., altogether ****.

4.              Following completion of ****, BI shall have the right to choose only one of the Back-Ups, either ****or ****, to continue the Development of a Product.  The unselected Back-Up shall be the “Stalled Back-Up”.

5.              Should BI decide to continue Development of the Stalled Back-Up beyond the SRD Study, BI shall pay to Vitae **** within **** upon Initiation of the subsequent clinical trial with the Stalled Back-Up.

6.              The Development Milestone of **** according to Section 9.3.1 due upon “****” shall be replaced by the following two Development Milestones:

a.              US$ 6,000,000 (six million dollars) due upon Initiation of Phase Ic, e.g., a proof of clinical concept (glucose) study as described in the Development Plan (“6-Week Study”);

****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

b.              ****as described in the ****.

7.              Save as amended herein or in Amendment No. 1, all other terms and conditions of the Agreement shall remain unchanged.

IN WITNESS WHEREOF, Vitae and BI, by their duly authorized officers, have executed this Amendment as of the last date signed below.

****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Exhibit 3
Development Plan

****

****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.