CONFIDENTIAL TREATMENT REQUESTED
AMENDMENT AGREEMENT NO. 2 TO THE RESEARCH COLLABORATION AND LICENSE AGREEMENT
This Amendment Agreement No. 2 (Amendment) is made to the BACE Research Collaboration and License Agreement between Vitae Pharmaceuticals, Inc. (Vitae), with offices at 502 West Office Center Drive, Fort Washington, PA 19034, USA (taxpayer ID number 04-03567753), and Boehringer Ingelheim International GmbH (BI), with offices at Binger Strasse 173, 55216 Ingelheim am Rhein, Germany (VAT ID number DE 811138149), effective as of June 4, 2009, as amended in the Amendment No. 1 dated June 7, 2011 (together the Agreement).
WHEREAS, BI has decided to advance either BACE Inhibitor ****or BACE Inhibitor **** to Development Candidate Selection and agrees to pay the milestone payment according to Section 9.3.1 of the Agreement.
WHEREAS, BI and Vitae have agreed to expand the definition of the Core Indication.
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.
full milestone payment for Development Candidate Selection according to Section 9.3.1 for one of the above BACE Inhibitors shall be due upon execution of this Amendment and receipt of an invoice fulfilling the criteria according to the Agreement.
3. Section 1.28 is hereby modified and replaced as follows: Core Indication means prevention and or treatment of
a. disorders of the central nervous system, including without limitation Alzheimers Disease and other forms of dementia; and
b. any of the following indications: type 2 diabetes, obesity, metabolic syndrome, dyslipidemia, hypertension, and reduction of cardiovascular events.
4. In consideration of the above expansion of the meaning of Core Indication, the Parties agree:
a. Upon execution of this Amendment and receipt of an invoice fulfilling the criteria according to the Agreement, BI shall pay Vitae a non-refundable payment of US$ 4,000,000 (four million dollars).
b. For the first achievement of the Development milestone of Candidate Feasibility in a Core Indication according to Section 3.b. of this Amendment, BI shall pay Vitae US$ 2,000,000 (two million dollars). For achievement of
****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.