Exhibit

10.1




 




Gosse Bruinsma,

M.D.




Chief Operating

Officer




Axonyx Inc.




825 Third Avenue,

40th Floor




New York, NY 10022




 




October 11, 2002




 




Dear Dr. Bruinsma:




 




Reference is made

to the Research and License Agreement between New York University (“NYU”) and

Axonyx, Inc. (“Corporation”) dated April 1, 1997 (the “License

Agreement”).  This letter (the “Fourth

Amendment”) sets forth our understanding regarding an amendment to the

provisions of the License Agreement concerning Axonyx’s Development Plan

pursuant to Section 10 and milestone payments pursuant to Section 8 of the

License Agreement.  Such Amendment will

be effective as of the date hereof. 

Terms which are defined in the License Agreement and the Second and

Third Amendments dated March 19, 1999 and February 2000 are used herein as so

defined.




 




The parties hereby

agree to amend the License Agreement as follows:




 




1.                                       Releases and

Waiver of Default.  CORPORATION acknowledges that it has not carried out the

development of Licensed Products in accordance with the schedule provided in

the Development Plan attached as Appendix III of the License Agreement.  NYU hereby agrees to release CORPORATION

from all claims and/or causes of action with respect to CORPORATION’s failure to

develop Licensed Products in accordance with the Schedule provided in the

Development Plan, as of the date of this letter, provided that CORPORATION

shall fully perform the terms of this Fourth Amendment.  In addition, CORPORATION releases NYU from

any claims and/or causes of action with respect to the License Agreement to the

date of this letter.




 




2.                                       Revised

Development Plan. No later than December 31, 2002, CORPORATION shall

provide to NYU a revised written Development Plan, reasonably acceptable to

NYU, which shall include as milestones: (a) the commencement of clinical trials

of a Licensed Product in the U.S. or Europe by June 30, 2003; (b) the receipt

of approval to market such Products in at least the U.S. and Europe by December

31, 2009; and (c) detailed milestones for each intermediate year.




 




3.                                       Development

Reports.  The next report,

following execution of this agreement, shall be due 90 days after the 6 month

period ending October 1, 2002 i.e. due December 31, 2002) and shall report on

all development activities carried out by 




 





























 




CORPORATION and

its sublicensees since the Effective Date and shall specifically identify all

Licensed Products under development. 

CORPORATION shall provide NYU with written reports in accordance with

Section 10(d).  If the anticipated

progress or reported progress differs from that projected in Section 2 of this

amendment 4, CORPORATION shall explain the reasons for such differences and

proposed amendments, acceptance of which by NYU shall not be denied

unreasonably.




 




4.                                       Milestone

Payments.  Section 8(a)(1) is hereby

amended such that the payments due upon achievement of milestones in the U.S.

shall also be due upon the achievement of the comparable milestone in any

country.  Specifically, the $25,000

milestone, payable once for each Licensed Product referred to in Section

8(a)(1), shall be due upon the earlier of (a) the milestone as currently

written,  (b) the approval to commence a

clinical trial anywhere in the world, or (c) the commencement of a clinical

trial anywhere in the world.  The

$150,000 milestone shall be due upon the earlier of (a) the milestone as

currently written,  (b) the approval to

market a Licensed Product anywhere in the world, or (c) the commencement of

marketing a Licensed Product anywhere in the world.




 




5.                                       In

all other respects, the Research and License Agreement together with the

Capitalization and Second and Third Amendements shall remain in full force and

effect and shall not be modified hereby.




 




If the foregoing

accurately sets forth our understanding, please so signify by signing below and

returning a copy of this letter, whereupon it will take effect as an amendment

to the License Agreement.




 




	

   


  	

   


  	

  Sincerely,


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  /s/ Abram M. Goldfinger


  
	

   


  	

   


  	

  Abram M. Goldfinger


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  ACCEPTED AND AGREED


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  AXONYX, INC.


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

  /s/ Gosse B. Bruinsma, M.D.


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Date:


  	

  October 11, 2002


  	

   


  	

   


  





 




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