Preview | Collaboration Agreement |

This Collaboration Agreement (hereinafter called the Agreement) made and entered into this 28^th day of February 2005 (the Effective Date), by and between Neurogenetics, Inc., a corporation organized and existing under the laws of Delaware (Neurogenetics), with principal place of business at 11085 North Torrey Pines Road, La Jolla, CA 92037, the United States of America, and Eisai Co., Ltd., a corporation organized and existing under the laws of Japan (Eisai), with its registered office at 6-10 Koishikawa 4-chome, Bunkyo-ku, Tokyo 112-8088, Japan.

WHEREAS, Neurogenetics is engaged in a certain project for the discovery of Compounds (as defined below) in the field of Alzheimers disease in humans; and

WHEREAS, Eisai wishes to participate in such project in the manner and to the extent described below, to obtain the first negotiation right with respect to any and all intellectual property of Neurogenetics claiming, disclosing or covering any Validated Compounds (as defined below), or the manufacture, use, sale, offer for sale or import of any Validated Compounds, arising out of or resulting from such project and to obtain a right of first refusal with respect to any Term Sheet (as defined below), on the terms set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

As used in this Agreement, the following terms shall have the following respective meanings, and except as explicitly noted, each definition shall apply appropriately to the plural

form of the word as well as to the singular:

1.1 Affiliate shall mean any corporation, firm, association, joint venture, partnership or other entity which directly or indirectly Owns, is Owned by or is under common Ownership with either Party. The terms Owns, Owned and Ownership for purpose of determining status as an Affiliate shall mean ownership of at least fifty percent (50%) of the voting equity or other ownership interest conferring on the entity who holds it the power directly or indirectly to control or direct the affairs of such corporation, firm, association, joint venture, partnership, or other entity (or such lesser percentage in a particular jurisdiction that provides such control).

1.2 Adverse Ruling shall have the meaning set forth in Section 6.2

1.3 ADR shall have the meaning set forth in Exhibit B hereto.

1.4 Compound shall be a chemical entity that lowers amyloid beta 42 peptide without significantly affecting Notch processing. For clarification, the definition of Compounds excludes Neurogenetics muscarinic receptor agonist compounds, including, without limitation, NGX267 and NGX292.

1.5 Dispute shall have the meaning set forth in Section 8.3.

1.6 Effective Date shall mean the date first set forth above.

1.7 Eisais Counsel shall mean Eisais designated outside counsel, who is identified in Exhibit C.

1.8 Eisais Proprietary Information shall mean any and all scientific and technical information and data, know-how and concepts which have been developed prior to the Effective Date or hereafter developed during the term of this Agreement by or on behalf of Eisai.

1.9 Extension Term shall have the meaning set forth in Section 6.1.

1.10 FTE shall mean the equivalent of work performed during a twelve (12)-month period on a full time basis by a scientist or other professional (whether an employee or independent contractor of Neurogenetics) possessing skills and experience necessary for Neurogenetics to carry out the Project.

1.11 Indication of Interest shall have the meaning set forth in Section 3.2(c).

1.12 Negotiation Period shall have the meaning set forth in Section 3.2(d).

1.13 Neurogenetics Property shall mean any and all intellectual property (including, without limitation, all patents, patent applications, trade secrets and know-how) claiming, disclosing or covering any Validated Compound resulting from the Project and any and all Neurogenetics Proprietary Information with respect to any such Validated Compound.

1.14 Neurogenetics Proprietary Information shall mean any and all scientific and technical information and data, know-how and concepts which have been developed prior to the Effective Date by or on behalf of Neurogenetics in the course of its project for the discovery of Compounds in the field of treatment or prevention of Alzheimers disease in humans, or are hereafter developed during the term of this Agreement by or on behalf of Neurogenetics in the course of the Project.

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