TPTX » Topics » and 240.24b-2.

This excerpt taken from the TPTX 8-K filed Oct 10, 2006.

and 240.24b-2.


August 26, 2004



Neurogenetics, Inc.

11085 N. Torrey Pines Road

La Jolla, California 92037

Attention:  Chief Executive Officer


Ladies and Gentlemen:


As you are aware, we have been engaged in discussions, and as of the date of this letter we are entering into an equity investment in Neurogenetics, Inc., a Delaware corporation (the “Company” or “you”), by Johnson & Johnson Development Corporation, a New Jersey corporation (“JJDC” or “we” or “us”), pursuant to that certain Series C Participating Preferred Stock Purchase Agreement of even date herewith by and among JJDC, the Company and the certain other investors set forth therein. The purpose of this letter is to provide JJDC with certain rights with respect to the consummation of any proposed sale, transfer, license or distribution arrangement, whether by operation of law or by merger or consolidation, regarding any of the Rights (as defined below (any of such transactions referred to above being hereinafter referred to as a “Proposed Transaction”). The term “Rights” shall include all inventions, developments, patents, patent applications, know-how, technology, other proprietary rights or products owned, developed or acquired (whether through license or otherwise) by the Company related to its research and development work into the use of M1 agonists in the treatment of CNS disorders (the “M1 Agonist Program”). JJDC’s affiliate company Johnson & Johnson Pharmaceutical Research & Development, L.L.C. (“J&J PRD”) has [***] and [***], which are part of the M1 Agonist Program, and based thereon, JJDC has elected to enter into this letter agreement with the Company. In consideration of the representations, warranties, agreements and covenants contained in this letter, and for other good and valuable consideration, including the agreement of Scott Reines, Vice President at J&J PRD, or such other person as may be designated by JJDC, and reasonably acceptable to the Company, to serve without compensation (other than reimbursement of reasonable expenses) as a scientific advisory board or clinical advisory board member to the Company through December 31, 2005 pursuant to a mutually acceptable scientific advisory board or clinical advisory board consulting agreement, the receipt and sufficiency of which are hereby acknowledged, JJDC and the Company hereby agree as follows:


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