Amendment to Collaboration Research, Development & License Agreement



 Exhibit 10.13 
  
 Confidential Treatment Requested 
 Under 17 C.F.R. Sections 200.80(b)(4), 
 200.83 and 230.406 
  
 AMENDMENT TO 
 COLLABORATIVE RESEARCH, DEVELOPMENT 
 AND LICENSE AGREEMENT 
  
 THIS AMENDMENT TO
COLLABORATIVE RESEARCH, DEVELOPMENT AND LICENSE AGREEMENT (the “Amendment”) is entered into as of March
27, 2003 (the “Amendment Effective Date”) by and between ACADIA PHARMACEUTICALS INC., a Delaware corporation (“ACADIA”) with
offices at 3911 Sorrento Valley Blvd., San Diego, CA 92121, and ALLERGAN SALES LLC a Delaware limited liability company, as successor in interest of VISION PHARMACEUTICALS
L.P., a Texas limited partnership (“Allergan”), with offices at 2525 Dupont Drive, Irvine, CA 92623, and ALLERGAN, INC., a Delaware corporation, solely as
guarantor of the performance under this Agreement by Allergan. 
  
 RECITALS 
  
 WHEREAS, the parties previously entered into that certain Collaborative Research, Development and License Agreement, dated September 24, 1997 (the “1997 Agreement”), pursuant to
which the parties conducted collaborative research regarding, among other things, receptor selective compounds with the goal of establishing drug discovery programs related to such receptor selective compounds; and 
  
 WHEREAS, this Amendment provides for further research
on [...***...] receptors pursuant to the terms of the 1997 Agreement and the terms set forth below (the “[...***...] Research Program”); and 
  
 WHEREAS, ACADIA and Allergan, Inc. are concurrently
entering into a new Collaborative Research, Development and License Agreement, dated of even date herewith (the “2003 Agreement”), which shall govern certain aspects of this Amendment as set forth below. 
  
 NOW THEREFORE, in consideration of the
foregoing and the covenants and premises contained in this Agreement, the parties hereby amend the 1997 Agreement as follows: 
  

	1.	[...***...] RESEARCH PROGRAM. The parties agree to continue their efforts under the 1997 Agreement, as amended hereby, with respect
only to [...***...] receptors and, in that regard, to conduct the [...***...] Research Program in accordance with the research plan currently in effect under the 1997 Agreement, as may be updated from time to time by the Joint Research
Committee pursuant to Section 3.2 of the 2003 Agreement (the “[...***...] Research Plan”) during the Research Term (as defined in the 2003 Agreement). From and after the Amendment Effective Date, no
further work with respect to any receptors or receptor subtypes shall be conducted under the Collaboration (as defined in the 1997 Agreement), other than work with respect to [...***...] receptors pursuant to the [...***...] Research
Program, and all of Allergan’s rights under the 1997 Agreement with respect to such receptors and receptor subtypes (other than [...***...] receptors) shall expire upon expiration of the Research Term under the 1997 Agreement, subject to
surviving obligations under Section 11.4 of the 1997 Agreement. In addition, all of ACADIA’s rights to any ACADIA Designated Use shall expire as of the date of this Amendment. 

  
 * Confidential Treatment Requested 








	        	Except as specifically provided in this Amendment, the work conducted under and results of the [...***...] Research Program shall be subject to the terms of the 1997
Agreement, as amended hereby, and, to the extent appropriate for such purpose, references in the 1997 Agreement to “Research Plan” shall include the [...***...] Research Plan and references in the 1997 Agreement to “Research
Term” shall include the Research Term (as defined in the 2003 Agreement) with respect to the [...***...] Research Program.  

  

	2.	RESEARCH MANAGEMENT. The [...***...] Research Program shall be managed by the Joint Research Committee as set forth in Section 2 of the
2003 Agreement. 

  

	3.	RESEARCH FUNDING. Research efforts and funding for the [...***...] Research Program shall be as provided in Section 8.4 of the 2003
Agreement. 

  

	4.	EXCLUSION OF CERTAIN PROVISIONS OF THE 1997 AGREEMENT.
Sections 5.3 and 14.8 of the 1997 Agreement are hereby terminated and shall be of no further force and effect. 

  

	5.	FULL FORCE AND EFFECT. Except as specifically amended by this Amendment, the 1997 Agreement shall remain in
full force and effect. If there is any inconsistency or conflict between any provision in this Amendment and any provision in the 1997 Agreement, the provision in this Amendment shall control. 

  

	6.	MISCELLANEOUS. This Amendment may be signed in counterparts, each of which shall be deemed an original, all of which taken together shall be deemed one
instrument. This Amendment shall be governed by the laws of the State of California as such laws are applied to contracts entered into or to be performed entirely within such state. 

  
 * Confidential Treatment Requested 
  
  

 2. 








 IN WITNESS WHEREOF, the parties hereto have duly
executed this AMENDMENT TO COLLABORATIVE RESEARCH, DEVELOPMENT AND LICENSE AGREEMENT. 
  

			
	 ACADIA PHARMACEUTICALS INC.
	 	ALLERGAN SALES LLC, a Delaware limited liability company, as successor in interest of
	 	 	VISION PHARMACEUTICALS L.P.,
	 	 	 A Texas limited partnership, dba Allergan,
 by
Allergan General, Inc.,
 its general partner


  

							
	By:	 	/s/    ULI HACKSELL	  	By:	 	/s/    JL EDWARDS
	 	 	
	 	 	 	

	Name:	 	Uli Hacksell	  	Name:	 	JL Edwards 
	 	 	
	 	 	 	

	Title:	 	CEO	  	Title:	 	VP
	 	 	
	 	 	 	

			
	 Guarantee of performance by:
	  	 	 	 
			
	ALLERGAN, INC.	  	 	 	 
				
	By:	 	/s/    LESTER J. KAPLAN 	  	 	 	 
	 	 	
	 	 	 	 
	Name:	 	Lester J. Kaplan	  	 	 	 
	 	 	
	 	 	 	 
	Title:	 	Corp V.P	  	 	 	 
	 	 	
	 	 	 	 

  

 3.