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Confidential material omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote such omissions.
August 19, 1996
Boehringer Ingelheim International GmbH
Post Box 200
D-55216 Ingelheim, Rhein
Germany
Attention: Corporate Licensing
Ladies and Gentlemen:
Reference is hereby made to the Stock Purchase Agreement (the "Stock
Purchase Agreement") dated as of March 21, 1995 between Cambridge NeuroScience,
Inc. ("CNSI") and Boehringer Ingelheim International GmbH ("BI"), and the
License Agreement (the "License Agreement") dated as of March 21, 1995 between
CNSI and BI. CNSI and BI have agreed to the following amendments to the Stock
Purchase Agreement and the License Agreement:
1. Stock Purchase Agreement. In furtherance of the rights and obligations
of the parties under Section 2.2 of the Stock Purchase Agreement, BI will
purchase from CNSI, and CNSI will sell to BI, upon the terms and conditions set
forth in the Stock Purchase Agreement as amended hereby, 1,237,624 shares of
CNSI's Common Stock, $.001 par value per share ("Common Stock"), at a per share
price equal to $8.08, for an aggregate purchase price of U.S. $10,000,000. The
closing of the sale and purchase of such shares shall be referred to as the
"Second Closing" or as a "Closing" and the aforementioned shares of Common Stock
shall be considered "Shares" as defined in, and for all purposes of, the Stock
Purchase Agreement, including but not limited to Section 7.1 thereof. The Second
Closing will take place concurrently with the execution of this Letter Agreement
by BI. BI shall pay the aggregate purchase price to CNSI by wire transfer.
The aforementioned equity investment shall constitute complete
satisfaction of CNSI and BI's respective rights and obligations under Section
2.2 of the Stock Purchase Agreement.
2. License Agreement.
(a) Phase II Clinical Trial.
(i) Funding of Stroke Trial. BI shall bear seventy-five percent
(75%) of the Development Costs and CNSI shall bear twenty-five
percent (25%) of the Development Costs of stroke trial 011 (the
"Stroke Trial"), including but not limited to Development Costs
incurred in connection therewith prior to and including the date on
which this Letter Agreement is executed by BI.
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August 19, 1996
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(ii) 1995 Development Costs. With respect to the Development Costs
incurred by BI in 1995 with respect to the Stroke Trial, which are
in the aggregate amount of U.S. $1,500,000 CNSI shall be responsible
for twenty-five percent (25%) thereof, or a maximum aggregate amount
of U.S.$375,000. BI shall offset the U.S. $375,000 for which CNSI
is responsible against the advance payment payable by BI to CNSI for
the fourth quarter of 1996 pursuant to Section 4.2 of the License
Agreement.
(iii) 1996 Budget and Development Costs. BI shall promptly provide
CNSI with a proposed revised budget for 1996 for the Stroke Trial
indicating CNSI's portion of the Development Costs incurred or to be
incurred with respect to the Stroke Trial in 1996, which revised
budget shall be subject to the approval of the Joint Steering
Committee at its next meeting pursuant to Section 4.1.3 of the
License Agreement. With respect to the Development Costs incurred or
to be incurred in 1996, CNSI shall be responsible for twenty-five
(25%). BI shall offset CNSI's portion of such costs from the advance
payments payable by BI to CNSI pursuant to Section 4.2 of the
License Agreement, beginning with the advance payment for the fourth
quarter of 1996 and continuing against the advance payments for each
quarter of 1997 until the total amount of such 1996 Development
Costs for which CNSI is responsible has been offset.
(iv) Development Costs Incurred On or After January 1, 1997.
Development Costs for the Stroke Trial incurred on or after January
1, 1997 will be treated in accordance with Section 4.2 of the
License Agreement and Section 2(a)(i) of this Letter Agreement.
(v) Nonperformance of Other Phase II Clinical Trial. The parties
agree that, in view of the Stroke Trial, the Phase II clinical trial
referred to in Section 4.2 and Appendix F of the License Agreement
will not be carried out.
(b) Equity Investment. CNSI and BI's respective rights and obligations
under Section 7.1 of the License Agreement with respect tot he second
$10,000,000 investment in CNSI to be made by BI shall be deemed to be
satisfied in full upon the purchase and sale of CNSI's Common Stock
pursuant to Section 1 of this Letter Agreement.
(c) Manufacturing License. The parties acknowledge that BI has
exercised its option to obtain the Manufacturing License in accordance
with Section 3.2 of the License Agreement.
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Boehringer Ingelheim International GmbH
August 19, 1996
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3. Representations, Warranties and Undertakings. As of the dates on which
this Letter Agreement is executed by CNSI and BI, (i) the representations and
warranties of CNSI and BI set forth in Sections 4 and 5 of the Stock Purchase
Agreement, respectively, are true and accurate in all material respects as
though such representations and warranties had been made on such dates and (ii)
CNSI and BI have each fulfilled in all material respects their respective
undertakings required to be fulfilled prior to the Second Closing pursuant to
the Stock Purchase Agreement.
4. No Other Amendments. There have been no other changes, modifications or
alterations to the Stock Purchase Agreement or the License Agreement except as
amended hereby. Except as specifically amended hereby, the remaining terms and
provisions of the Stock Purchase Agreement and the License Agreement shall not
be affected and shall remain in full force and effect.
5. Entire Agreement. The Stock Purchase Agreement and the License
Agreement, each as amended hereby, embodies the entire agreement between CNSI
and BI with respect to the subject matter hereof and supersedes all prior
agreements and undertakings relating to such subject matter.
6. Counterparts. This Letter Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument, and shall become effective
when one or more counterparts have been signed by each party hereto and
delivered to the other party.
7. Headings. The headings of the sections and subsections of this Letter
Agreement have been added for convenience of reference only and shall not be
deemed to be a part of this Letter Agreement.
If you agree to the foregoing, kindly acknowledge such agreement by
executing and delivering to CNSI a copy of this Letter Agreement.
Sincerely,
CAMBRIDGE NEUROSCIENCE, INC.
By: /s/ Elkan R. Gamzu
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Elkan R. Gamzu, Ph.D.
President and Chief Executive Officer
The foregoing is hereby confirmed and agreed to this 26th day of August,
1996:
BOEHRINGER INGELHEIM INTERNATIONAL GMBH
By: /s/ David Mitchard
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Print Name: Dr. D. Mitchard
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Title:
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By: /s/ H.P. Muller
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Print Name: H.P. Muller
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Title: (Authorized Signatories)
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