definiens: Research Compound " means an [COMPANY] Compound, [COMPANY] Compound or Joint Compound that was or is screened in the Research Program ( or that is deemed to be a Compound pursuant to Section 2.3(c ) }, and that has activity against a Res " RECEIVED USlDOCS 7299774vl NOV 09 2009 O:~!.Q.E Of THE SECREI ~ RY CF1 - 00389604 2.B Section 1.39 of the Agreement is hereby amended and restated in its entirety to read as follows : Research Target(s ) " means any ( or all ) as the context requires of the following ion channel targets identified in the Research Plan : Nay 1.3 ( also referred to herein as ), Nav1 . 7 ( also referred to herein as ) and Navl.8 ( also referred ° to herein as ) . " 2.C The following new Section 1.45 is hereby inserted into the Agreement immediately following Section 1.44 ofthe Agreement : Exploratory IND or Exploratory CTA ( Clinical Trials Application ) Study " means an exploratory human clinical study completed primarily to obtain pharmacokinetic or pharmacodynamic information as is described in dated January 2006, published by the FDA 's Center for Drug Evaluation and Research and in the recently revised ICH M3 guidance . For the avoidance of doubt, Exploratory IND or Exploratory CT A Studies involve a limited number of subjects with a limited range of doses for a limited period of time and are consistent with Attachment A of the above referenced guidance document and shall not constitute Phase I Trials or their foreign equivalents for the purposes of this Agreement . " 2.D Section 2.4(d ) of the Agreement is hereby amended by striking the following phrase from the first sentence thereof : 2.E Section 2.4(h ) of the Agreement is hereby amended and restated in its entirety to read as follows : " ( h ) Dissolution . The Joint Research Committee shall dissolve at the end of the Research Term unless the parties agree to keep the Joint Research Committee in existence for a period of time after the end of the Research Term as necessary or desirable to permit the Joint Research Committee to complete its remaining responsibilities, if any, pursuant to Section 2.8 . " 2.F Section 2.5(a ) of the Agreement is hereby amended and restated in its entirety to read as follows : " ( a ) Reports . During the Research Term, [COMPANY] and ! cagen each shall furnish to the Joint Research Committee such reasonable presentations and summaries of Research Program activities and results for inclusion in the Joint Research Committee meeting minutes as the parties shall mutually agree . " 2.1 Section 2.8 of the Agreement is hereby amended and restated in its entirety to read as follows : " 2.8 Collaboration Compounds