Exhibit 10.49
CONSENT AGREEMENT AND AMENDMENT
This Agreement (the "Agreement") dated February 25, 2004 (the "Effective
Date") is made by and among Wyeth Holdings Corporation (formerly known as
"American Cyanamid Company"), 5 Giralda Farms, Madison, New Jersey 07940
("Wyeth"), Neurocrine Biosciences, Inc., 10555 Science Center Drive, San Diego,
California 92121 ("Neurocrine"), and DOV Pharmaceutical, Inc., 433 Hackensack
Avenue, Hackensack, New Jersey 07601 ("DOV"). Wyeth, Neurocrine and DOV may each
be referred to herein individually as a "Party" and collectively as the
"Parties".
WHEREAS, DOV and Wyeth entered into that certain License Agreement dated
May 29, 1998 (as amended from time to time, including, without limitation, by
the 2002 Consent Agreement, the "Original License Agreement") pursuant to which
DOV was granted an exclusive license from Wyeth to the compound designated as CL
285,489 (the "Compound");
WHEREAS, DOV and Neurocrine entered into that certain Sublicense and
Development Agreement dated June 30, 1998 (as amended from time to time,
including, without limitation, by this Agreement and by the 2002 Consent
Agreement, the "Sublicense Agreement") pursuant to which DOV sublicensed to
Neurocrine its rights under the Original License Agreement in the Patent Rights
and Know-How (each as defined in the Sublicense Agreement) to, among other
things, make and sell the Licensed Product (as defined in the Sublicense
Agreement);
WHEREAS, DOV, Neurocrine and Wyeth entered into that certain Consent and
Agreement dated December 13, 2002 (the "2002 Consent Agreement"), pursuant to
which Wyeth and DOV, inter alia, provided their consent for Neurocrine to
further sublicense to an Approved Sublicensee (as defined therein), including
Pfizer, Inc., the rights granted to it under the Sublicense Agreement;
WHEREAS, DOV and Wyeth desire to enter into prior to or upon the Closing
(as defined below) (i) an Amended and Restated License Agreement, pursuant to
which the Original License Agreement will be amended to delete therefrom all
rights and obligations of each of Wyeth and DOV insofar as they relate to the
Compound, and (ii) the Compound License Agreement (as defined below), setting
forth the rights and obligations of each of Wyeth and DOV solely as they relate
to the Compound; and
WHEREAS, Neurocrine desires to obtain from Wyeth and Wyeth desires to
grant to Neurocrine an assignment of (i) all of Wyeth's rights and obligations
under each of the Compound License Agreement, (ii) Wyeth's rights and
obligations under the 2002 Consent Agreement the extent such rights and
obligations relate to the Compound or the Compound Patent, and (iii) all of
Wyeth's right, title and interest in and to the Compound Patent (as defined
below), in each case subject to the rights and licenses granted to DOV pursuant
to the Compound License Agreement and the rights and licenses granted to DOV and
Neurocrine under the 2002 Consent Agreement.
1
NOW THEREFORE, in consideration of the foregoing premises and the
promises, mutual covenants and obligations set forth below, and other good and
valuable consideration, the Parties agree as follows.
1. DEFINITIONS.
1.1 Incorporation by Reference. All capitalized terms not otherwise
defined herein shall have the meanings assigned to such terms in the
Original License Agreement or the Sublicense Agreement, as
applicable.
1.2 "Closing" shall mean the date and time on which Wyeth assigns to
Neurocrine and Neurocrine assumes from Wyeth, all of Wyeth's rights
and obligations under the Compound License Agreement.
1.3 "Compound License Agreement" shall mean the license agreement
relating solely to the Compound, which license agreement is to be
entered into by and between Wyeth and DOV simultaneously with their
amendment and restatement of the Original License Agreement as
described above in the preamble of this Agreement. The Compound
License Agreement shall be in the form attached hereto as Exhibit
y1.3.
1.4 "Compound Patent" shall mean United States Patent 6,399,621 granted
on June 4, 2002.
2. CONSENTS.
2.1 Consent to Amend the License Agreement. Neurocrine hereby
acknowledges that Wyeth and DOV will, and Wyeth and DOV each agree
that they shall, on or before the Closing, (i) amend and restate the
Original License Agreement so as to delete therefrom all rights and
obligations of each of Wyeth and DOV insofar as they relate to the
Compound, and (ii) simultaneously enter into the Compound License
Agreement. Neurocrine hereby provides its consent for Wyeth and DOV
to so amend the Original License Agreement and enter into the
Compound License Agreement.
2.2 Consent to Assign the Compound License Agreement. Subject to the
terms and conditions of this Agreement (including, without
limitation, the entry into each of the Compound License Agreement
and the Amended and Restated License Agreement by Wyeth and DOV) and
in partial consideration for the amendments to be made to the
Sublicense Agreement as set forth in Article y4 below, DOV hereby
irrevocably provides its consent to each of Wyeth and Neurocrine for
Wyeth to assign to Neurocrine and for Neurocrine to assume all of
Wyeth's rights and obligations under the Compound License Agreement.
The rights to be so assigned to Neurocrine (i) shall be subject to
the rights and licenses granted to DOV under the Compound License
Agreement, and (ii) shall not reduce the exclusivity enjoyed by DOV
under the Wyeth Patents and Wyeth Know-How (each as defined in the
Compound License Agreement) pursuant to the Compound License
Agreement beyond that which such exclusivity with respect to such
Wyeth Patents and Wyeth Know-How with respect to the Compound was
reduced by DOV's grant of rights to Neurocrine under the Sublicense
Agreement.
2
2.3 Consent to Assign Compound Patent. Subject to the terms and
conditions of this Agreement (including, without limitation, the
entry into each of the Compound License Agreement and the Amended
and Restated License Agreement by Wyeth and DOV) and in partial
consideration for the amendments to be made to the Sublicense
Agreement as set forth in Article y4 below, DOV hereby irrevocably
provides its consent to each of Wyeth and Neurocrine for Wyeth to
assign to Neurocrine and for Neurocrine to assume all of Wyeth's
right, title and interest in and to the Compound Patent. The right,
title and interest in and to the Compound Patent to be so assigned
to Neurocrine (i) shall be subject to the rights and licenses
granted to DOV under the Compound License Agreement, and (ii) shall
not reduce the exclusivity enjoyed by DOV under the Wyeth Patents
and Wyeth Know-How (each as defined in the Compound License
Agreement) pursuant to the Compound License Agreement beyond that
which such exclusivity with respect to such Wyeth Patents and Wyeth
Know-How with respect to the Compound was reduced by DOV's grant of
rights to Neurocrine under the Sublicense Agreement.
2.4 Consent to Assign 2002 Consent Agreement. Subject to the terms and
conditions of this Agreement (including, without limitation, the
entry into each of the Compound License Agreement and the Amended
and Restated License Agreement by Wyeth and DOV) and in partial
consideration for the amendments to be made to the Sublicense
Agreement as set forth in Article y4 below, DOV hereby irrevocably
provides its consent to each of Wyeth and Neurocrine for Wyeth to
assign to Neurocrine and for Neurocrine to assume, subject to the
obligations assumed by Neurocrine under the Compound License
Agreement, all of Wyeth's rights and obligations under the 2002
Consent Agreement insofar as such rights and obligations relate to
the Compound and/or the Compound Patent, it being understood and
agreed that Wyeth will at all times remain obligated under the 2002
Consent Agreement as and to the extent that Wyeth is the owner or
licensor of the ACY Know-How and the ACY Patents (as such terms are
defined in the Original License Agreement, but not including the
Compound Patent).
2.5 Consent to Grant License to Neurocrine. Subject to the terms and
conditions of this Agreement (including, without limitation, the
entry into each of the Compound License Agreement and the Amended
and Restated License Agreement by Wyeth and DOV) and in partial
consideration for the amendments to be made to the Sublicense
Agreement as set forth in Article y4 below, DOV hereby irrevocably
provides its consent to each of Wyeth and Neurocrine for Wyeth to
grant to Neurocrine an exclusive license, with the right to
sublicense, under the ACY Know-How and the ACY Patents (as such
terms is defined in the Original License Agreement and which terms
will be referred to as the "Wyeth Know" and the "Wyeth Patents",
respectively, in the Compound License Agreement), with the exception
of the Compound Patent, solely for Neurocrine to make, have made,
use, import, offer for sale and/or sell pharmaceutical products
containing the Compound in the Territory (as such term is defined in
the Compound License Agreement). The rights to be so licensed to
Neurocrine (i) shall be subject and subordinate to the rights and
licenses granted to DOV under the Compound License Agreement, (ii)
shall not reduce the exclusivity enjoyed by DOV under the Wyeth
Patents and Wyeth Know-How pursuant to the Compound License
Agreement beyond that which such exclusivity with respect to such
Wyeth Patents and Wyeth Know-How with respect to the Compound was
reduced by DOV's grant of rights to Neurocrine under the Sublicense
Agreement, and (iii) are to be granted to Neurocrine for purposes of
allowing Neurocrine to assume Wyeth's role as licensor of the Wyeth
Patents and the Wyeth Know-How and maintaining continuity in the
chain of title with respect to the licenses granted thereunder. For
the sake of clarity, for so long as the Sublicense Agreement or any
license granted under the 2002 Consent Agreement is in effect,
Neurocrine's or its Approved Sublicensee's use of the Wyeth Know-How
and practice of the Wyeth Patents shall be accomplished through the
rights and licenses granted to Neurocrine under the Sublicense
Agreement or the 2002 Consent Agreement, respectively.
3
3. THE COMPOUND LICENSE AGREEMENT.
3.1 Waiver of Certain Rights. DOV and Neurocrine hereby agree that,
effective immediately after the assignment of the Compound License
Agreement by Wyeth to Neurocrine and for so long thereafter as the
Sublicense Agreement remains in effect, Neurocrine hereby
irrevocably waives its rights under, and DOV shall have no further
obligations under, Articles 3.0, 8.0 and 10.0 and Sections 6.5, 9.2,
14.1, 14.2 and 14.3 of the Compound License Agreement. In the event
that the Sublicense Agreement is terminated for any reason, such
waiver shall no longer be in effect with respect to any activities
occurring after the effective date of such termination.
3.2 Right of First Refusal. DOV and Neurocrine hereby agree that,
effective immediately after the assignment of the Compound License
Agreement by Wyeth to Neurocrine, the Compound License Agreement is
hereby amended to delete therefrom Article 4.0 in its entirety.
3.3 Payments. DOV and Neurocrine hereby agree that effective immediately
after the assignment of the Compound License Agreement by Wyeth to
Neurocrine and for so long thereafter as the Sublicense Agreement
remains in effect or any license granted by Wyeth or DOV to
Neurocrine or any sublicensee of Neurocrine remains in effect, the
Compound License Agreement is hereby amended by deleting Sections
6.2, 6.3 and 6.4 therefrom in their entirety and inserting in their
place, the following:
4
"6.2 DOV shall pay to Wyeth each of the following Scheduled
Payments within thirty (30) days after the occurrence of the
event specified below for such Scheduled Payment:
--------------------------------------------------------------
Event Scheduled Payment
--------------------------------------------------------------
First to occur of the filing of an NDA $1,000,000
for the Marketed Product in either the
United States, Japan or within the
European Union
--------------------------------------------------------------
Regulatory approval for the marketing $1,500,000
of the Marketed Product within either
the United States, Japan or within the
European Union
--------------------------------------------------------------
6.3 In consideration of the rights and licenses granted to DOV
under Article 2.0 hereof, DOV shall pay to Wyeth during the
term of this Agreement, on a country-by-country basis,
royalties consisting of two and one-half percent (2 1/2 %) of
Net Sales of Marketed Product."
In the event that the Sublicense Agreement ceases to be in effect
for any reason and the licenses granted by Wyeth or DOV to
Neurocrine or any sublicensee of Neurocrine pursuant to the 2002
Consent Agreement cease to be in effect, the amendment set forth in
this Section y3.3 shall no longer be of any force or effect and the
Sections 6.2, 6.3 and 6.4 of the Compound License Agreement as they
exist prior to the amendment thereto pursuant to this Section y3.3
shall again become effective as of such time.
3.4 Patent Enforcement. DOV and Neurocrine hereby agree that effective
immediately after the assignment of the Compound License Agreement
by Wyeth to Neurocrine and for so long thereafter as the Sublicense
Agreement remains in effect or any license granted by Wyeth or DOV
to Neurocrine or Neurocrine's Approved Sublicensee under the 2002
Consent Agreement remains in effect, DOV's and Neurocrine's (or
Neurocrine's Approved Sublicensee's) rights and obligations with
respect to the enforcement of any patent included within the Wyeth
Patents (as such term is defined in the Compound License Agreement)
shall be governed by the terms and conditions of the Sublicense
Agreement (as amended hereby) and that Section 12.3 of the Compound
License Agreement shall have no effect. In the event that the
Sublicense Agreement is terminated for any reason and the licenses
granted by ACY or DOV to Neurocrine or Neurocrine's Approved
Sublicensee pursuant to the 2002 Consent Agreement cease to be in
effect, the rights and obligations of each of DOV and Neurocrine
with respect to the enforcement of any patent included within the
Wyeth Patents shall thereafter be governed by Section 12.3 of the
Compound License Agreement.
5
3.5 Term of Agreement. DOV and Neurocrine hereby agree that, effective
immediately after the assignment of the Compound License Agreement
to Neurocrine, the term of the Compound License Agreement shall be,
and, subject to Section y5.6 of this Agreement, DOV's payment
obligations to Neurocrine as Wyeth's assignee thereunder shall
continue in full force and effect, in each country of the Territory
until the later of (a) the final expiration in such country of each
patent, including, without limitation, any patent included in the
Wyeth Patents and any patent owned or controlled by Neurocrine
(including, without limitation, U.S. Patent 6,544,999) which patent
would be practiced by the manufacture, use or sale of the Compound
or (b) ten (10) years following the first sale of the Licensed
Product by DOV or its sublicensee in such country.
4. AMENDMENTS TO SUBLICENSE AGREEMENT.
4.1 Patent Enforcement. In partial consideration for DOV's agreement to
provide the consents set forth in Sections y2.2 through y2.5 above,
Neurocrine and DOV hereby agree to amend Section 8.2 of the
Sublicense Agreement by deleting Section 8.2 in its entirety and
replacing it with the following:
"8.2 Each of DOV and Neurocrine shall promptly inform the other
party of any suspected infringement by a third party of any
patent included within the Patent Rights and provide such
other party with any available evidence of such suspected
infringement.
Neurocrine, either directly or through its sublicensee, shall
have the right but not the obligation to institute or initiate
any claim, suit or proceeding against an infringer or a
presumed infringer of any patent included within the Patent
Rights. Neurocrine, either directly or through its
sublicensee, shall control the prosecution of any such suit,
claim or proceeding, including, without limitation, the choice
of counsel and any settlement of any such suit or claim,
provided, however, Neurocrine shall not admit the invalidity
of any patent included within the Patent Rights pursuant to
any such settlement, without DOV's prior written consent. DOV
shall provide Neurocrine with all reasonable assistance (other
than financial) required to institute and maintain such
proceedings.
6
In the event that a claim, suit or other proceeding against an
infringer or a presumed infringer of any patent included
within the Patent Rights is not instituted or initiated by
either Neurocrine or its sublicensee within six (6) months
after DOV has requested Neurocrine to do so, DOV, after good
faith consultation with Neurocrine regarding the reasons for
electing not to initiate or institute such claim, suit or
other proceeding, and subject to Neurocrine's consent, such
consent not to be unreasonably withheld, shall have the right
to institute a claim, suit or proceeding against such
infringer or presumed infringer. In such event DOV shall
control the prosecution of any such suit, claim or proceeding,
including, without limitation, the choice of counsel and any
settlement of any such suit or claim, provided, however, that
DOV shall not admit the invalidity of any patent included
within the Patent Rights pursuant to any such settlement
without Neurocrine's prior written consent. Neurocrine shall
provide, and shall cause its sublicensee to provide, DOV with
all reasonable assistance (other than financial) required to
institute and maintain such proceedings.
Any proceeds from any proceeding brought by or on behalf of
Neurocrine or Neurocrine's sublicensee against an infringer or
presumed infringer as provided in this Section 8.2 shall first
be allocated to reimburse each of DOV, Neurocrine and
Neurocrine's sublicensee for the costs incurred by such party
in connection with such proceedings. DOV shall be entitled to
receive ten percent (10%) of any amount remaining from such
proceeds and Neurocrine, subject to Neurocrine's obligations
under any agreement between Neurocrine and its sublicensee
with respect to such proceeds, shall be entitled to retain the
remaining amount of such proceeds. Any remaining proceeds from
any proceeding brought by or on behalf of DOV against an
infringer or presumed infringer as provided in this Section
8.2 shall first be allocated to reimburse each of DOV and
Neurocrine for the costs incurred by such party in connection
with such proceedings. DOV shall be entitled to retain ninety
percent (90%) of any amount remaining from such proceeds and,
subject to Neurocrine's obligations under any agreement
between Neurocrine and its sublicensee with respect to such
proceeds, the remainder shall be distributed to Neurocrine."
7
4.2 Term. In partial consideration for DOV's agreement to provide the
consents set forth in Sections y2.2 through y2.5 above, Neurocrine
and DOV hereby agree to amend Section 15.1 of the Sublicense
Agreement by deleting Section 15.1 in its entirety and replacing it
with the following:
"15.1 This Agreement and Neurocrine's payment obligations hereunder
shall continue in full force and effect in each country of the
Territory until the later of (a) the final expiration in such
country of each patent, including, without limitation, any
patent included in the Patent Rights and any patent owned or
controlled by Neurocrine (including, without limitation, U.S.
Patent 6,544,999) which patent would be practiced by the
manufacture, use or sale of the Compound or (b) ten (10) years
following the first sale of the Licensed Product by Neurocrine
or its sublicensee in such country."
4.3 Governing Law. Neurocrine and DOV hereby agree to amend Article 13
of the Sublicense Agreement by replacing in the second line thereof
"Delaware" with "New York".
4.4 Public Communications. In partial consideration for DOV's agreement
to provide the consents set forth in Sections y2.2 through y2.5
above, Neurocrine and DOV hereby agree to amend Section 16.9 of the
Sublicense Agreement by adding the following to the end thereof:
"In any annual filing made by Neurocrine under the Securities
Act of 1934 or any press release issued by or on behalf of
Neurocrine or Neurocrine's Affiliates regarding the Compound,
Neurocrine shall use its reasonable best efforts to state that
the Compound is being developed and/or commercialized under
license from DOV. In any public presentation of regarding the
Compound made by any employee or representative of Neurocrine
or any of Neurocrine's Affiliates, Neurocrine shall use its
reasonable efforts to indicate that the Compound is being
developed and/or commercialized under license from DOV.
Neurocrine shall use its reasonable efforts to request that
its sublicensee undertake similar obligations."
8
5. OTHER MATTERS.
5.1 Assumption of Obligations. Each Party agrees that, upon the
assignment by Wyeth to Neurocrine of Wyeth's rights and obligations
under the Compound License Agreement, it shall sign and deliver to
each of the other Parties an assignment and assumption agreement in
the form attached hereto as Exhibit y5.1 duly executed by an
authorized officer of such Party.
5.2 Preservation of Patents. Neurocrine agrees that, upon assignment by
Wyeth of the Compound Patent to Neurocrine that Neurocrine shall
not, without DOV's prior written consent, (i) allow the Compound
Patent to lapse (by reason of failure to pay maintenance fees or
annuities or to take any other action necessary to maintain the
Compound Patent in full force and effect) or (ii) admit the
invalidity of the Compound Patent or take any other action that
would result in the invalidity of the Compound Patent.
5.3 Payment of Legal Expenses. Neurocrine agrees that, within five (5)
business days after the effective date of this Agreement, it shall
pay to DOV those legal fees incurred by DOV in negotiating and
entering into the 2002 Consent Agreement, which legal fees amount to
Thirty Thousand Nine Hundred Ninety Two Dollars and Seventy-Eight
Cents ($30,992.78).
5.4 No Further Obligations. Each of DOV and Neurocrine agree that, upon
the assignment by Wyeth to Neurocrine of Wyeth's rights and
obligations under the Compound License Agreement and of Wyeth's
right, title and interest in and to the Compound Patent, that Wyeth
shall have no further obligations under the Compound License
Agreement or with respect to the Compound Patent.
5.5 Exercise of Rights. Each of DOV and Neurocrine shall exercise and
shall cause their respective Affiliates to exercise any and all
rights and elections required to preserve the rights granted under
the Compound License Agreement and the Sublicense Agreement pursuant
to Section 365(n) of the United States Bankruptcy Code (11 USC
ss.365(n)).
5.6 Net Payments. DOV and Neurcrine hereby agree, that upon the
assignment by Wyeth to Neurocrine of Wyeth's rights and obligations
under the Compound License Agreement, Neurocrine may subtract from
each payment to be made by Neurocrine to DOV under the Sublicense
Agreement an amount equal to that portion of such payment that DOV
is required to pay to Neurocrine, as Wyeth's assignee, under the
Compound License Agreement (prior to such subtraction), provided,
however, that for any amount so subtracted by Neurocrine from
payments due DOV under the Sublicense Agreement, DOV shall not be
required to pay such amounts to Neurocrine, as Wyeth's assignee,
under the Compound License Agreement.
9
6. MISCELLANEOUS.
6.1 Amendment. No amendment, modification or supplement of any provision
of this Agreement shall be valid or effective unless made in writing
and signed by a duly authorized officer of each of the Parties.
6.2 Waiver. No provision of the Agreement shall be waived by any act,
omission or knowledge of a Party or its agents or employees except
by an instrument in writing expressly waiving such provision and
signed by a duly authorized officer of the waiving Party. The waiver
by either of the Parties of any breach of any provision hereof by
the other Party shall not be construed to be a waiver of any
succeeding breach of such provision or a waiver of the provision
itself.
6.3 Severability. If any clause or portion thereof in this Agreement is
for any reason held to be invalid, illegal or unenforceable, the
same shall not affect any other portion of this Agreement, as it is
the intent of the Parties that this Agreement shall be construed in
such fashion as to maintain its existence, validity and
enforceability to the greatest extent possible. In any such event,
this Agreement shall be construed as if such clause or portion
thereof had never been contained in this Agreement, and there shall
be deemed substituted therefor such provision as will most nearly
carry out the intent of the Parties as expressed in this Agreement
to the fullest extent permitted by applicable law.
6.4 Representation by Legal Counsel. Each Party hereto represents that
it has been represented by legal counsel in connection with this
Agreement and acknowledges that it has participated in the drafting
hereof and that it has not relied on any statement or action made by
any other Party's legal counsel in the discussions regarding this
Agreement. In interpreting and applying the terms and provisions of
this Agreement, the Parties agree that no presumption shall exist or
be implied against the Party who drafted such terms and provisions.
6.5 Notices. Any notices required hereunder shall be sent by registered
or certified mail or by an equivalent service capable of
verification at the address stated below or such other address as to
which the parties may provide in the future.
10
If to Wyeth:
Wyeth Pharmaceuticals
500 Arcola Road
Collegeville, Pennsylvania 19426
Attn: Senior Vice President, Global Business Development
With a copy to:
Wyeth
5 Giralda Farms
Madison, New Jersey 07940
Attn: General Counsel
If to Neurocrine:
Neurocrine Biosciences, Inc.
10555 Science Center Drive
San Diego, California 92121
Attn: CEO
With copy: General Counsel
If to DOV:
DOV Pharmaceutical, Inc.
433 Hackensack Avenue
Hackensack, New Jersey 07601
Attn: CEO
With copy: General Counsel
6.6 Descriptive Headings. The descriptive headings of this Agreement are
for convenience only, and shall be of no force or effect in
construing or interpreting any of the provisions of this Agreement.
6.7 Governing Law. This Agreement and the 2002 Consent Agreement shall
be governed by and interpreted in accordance with the substantive
laws of the State of New York, without regard to conflict of law
principles thereof.
6.8 Counterparts. This Agreement may be executed in any number of
counterparts each of which shall be an original and all originals of
which shall be deemed a single instrument.
6.9 Entire Agreement. This Agreement represents the full understanding
between the Parties with respect to the subject matter hereof and
cancels and supersedes any and all prior negotiations,
correspondence, understandings and agreements, whether oral or
written, among the Parties respecting the subject matter hereof.
Notwithstanding the foregoing, except as expressly stated herein
with respect to the amendments to be made to the Compound License
Agreement, the amendments to be made to the Sublicense Agreement,
and the rights and obligations of Wyeth under each of the Compound
License Agreement and the 2002 Consent Agreement, this Agreement
shall have no effect on the Compound License Agreement, the
Sublicense Agreement or the 2002 Consent Agreement, which agreements
shall continue in full force and effect as so amended.
11
6.10 Independent Contractors. This Agreement shall not constitute any
Party as the joint venturer, legal representative or agent of any
other Party hereto and no Party hereto shall have the right or
authority to assume or create any obligation on the part of any
other Party hereto.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their duly authorized representatives.
WYETH HOLDINGS CORPORATION
/s/ Robert A. Dougan
- -----------------------------------
By: Robert A. Dougan
Title: Senior Vice President
NEUROCRINE BIOSCIENCES, INC.
/s/ Gary A. Lyons
- -----------------------------------
By: Gary A. Lyons
Title: President and CEO
DOV PHARMACEUTICAL, INC.
/s/ Robert Horton
- -----------------------------------
By: Robert Horton
Title: Vice President and
General Counsel
12