exhibit 10.47


    Exhibit
      10.47

    
 

    CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THIS
      AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS [***].
      

     

    LICENSE
      AGREEMENT

     

    THIS
      LICENSE AGREEMENT
      (the
“Agreement”)
      is
      effective as of November 22, 2006 (the “Effective
      Date”),
      between WYETH, acting through its Wyeth Pharmaceuticals division, a Delaware
      corporation with offices located at 500 Arcola Road, Collegeville, PA 19426
      (“WYETH”),
      and
      NEUROGEN CORPORATION, a Delaware corporation with offices located at 35 NE
      Industrial Rd., Branford, CT 06405 (“NEUROGEN”).
      

    


    Background:

    


    
      	
              A.

            	
              WYETH
                has undertaken research and development of a compound commonly referred
                to
                as Aplindore. WYETH and its Affiliates are the owners of certain
                patents,
                know-how and other intellectual property rights relating to such
                compound.
                WYETH desires to license such patents, know-how and other intellectual
                property rights to NEUROGEN according to the terms and conditions
                set
                forth below. 

            


    

    


    
      	
              B.

            	
              NEUROGEN
                is in the business of drug discovery and development. NEUROGEN desires
                to
                license from WYETH such patents, know-how and other intellectual
                property
                rights, subject to the terms and conditions set forth below.
                

            


    

    


    NOW,
      THEREFORE, WYETH and NEUROGEN (hereafter “Party,”
      if
      singular or “Parties,”
      if
      plural) agree as follows:

     

    ARTICLE
      I  DEFINITIONS

    


    The
      following terms shall have the respective meanings set forth below:


    


    1.1  “Affiliate”
      means as
      of any point in time and for so long as such relationship continues to exist
      with respect to any entity (a) any corporation or business entity of which
      more
      than fifty percent (50%) or more of the securities or other ownership interests
      representing the equity or voting interest are owned, controlled or held,
      directly or indirectly, by WYETH or NEUROGEN; or (b) any corporation or business
      entity which, directly or indirectly, owns, controls or holds more than fifty
      percent (50%) (or the maximum ownership interest permitted by law) or more
      of
      the securities or other ownership interests representing the equity or voting
      interest of WYETH or NEUROGEN; or (c) any corporation or business entity of
      which more than fifty percent (50%) or more of the securities or other ownership
      interests representing the equity or voting interest are owned, controlled
      or
      held, directly or indirectly, by a corporation or business entity described
      in
      (a) or (b). 

    


    1.2  “Aplindore”
      means
      the compound having CAS Registry Number 189681-71-8 and known as aplindore;
      aplindorum; aplindor; palindore; palindorum; palindor;
      8H-1,4-dioxino[2,3-e]indol-8-one,
      2,3,7,9-tetrahydro-2-[[(phenymethyl)amino]methyl]-,2(S)-,(2E)-2-butenedioate;
      (2S)-2-[(benzylamino)methyl]-2,3,7,9-tetrahydro-8H-1,4-dioxino[2,3-e]indol-8-one
      (E)-butenedioate; or DAB-452. 

     

    1.3   “Aplindore
      Licensed Know-How”
      means
      the following: (a)the
      complete IND file for Aplindore, (b) the existing pre-clinical and clinical
      data
      relating exclusively to the Compounds, and (c) synthesis processes related
      exclusively to the Compounds.

    


    1.4  “Compounds”
      means
      Aplindore and pharmaceutically acceptable salts or complexes thereof, and all
      salts, solvates, crystal forms, polymorphs, chelates, non-covalent complexes,
      hydrates, enantiomers, and racemates thereof.


    
      
        
        

      

      
        1

        
        

      

      
        
        

      

    

    1.5  “Commercially
      Reasonable Efforts”
      means,
      with respect to NEUROGEN and its Affiliates’ obligations, that effort
      customarily exerted by NEUROGEN with respect to its own products of similar
      scientific merit and commercial potential, taking into account, by example
      and
      without limitation, such factors as intellectual property position, the cost
      and
      length of development, regulatory risk, safety (including any adverse condition
      or event relating to safety) and efficacy, projected sales, reimbursement
      factors, parallel importation considerations, pricing, product life cycle and
      cost of sales and marketing, and also including the timing and promptness with
      which such efforts and resources would be applied. 

     

    1.6  “Control”
      or“Controlled”
      means
the
      possession of the right to grant the license, sublicense or access hereunder
      to,
      intangible or intellectual property rights (including patent rights, trademarks,
      know-how, trade secrets and rights to access or cross-reference regulatory
      filings) without (i) violating the terms of any agreement or other arrangement
      with any Third Party existing at the time such Party would be first required
      hereunder to grant the other Party such access or license or sublicense, or
      (ii)
      requiring the Party required hereunder to grant the other Party such access
      or
      license or sublicense to pay any consideration to any Third Party.

    


    1.7  “Effective
      Date”
      means
      the date first written above.

    


    1.8  “EMEA”
      means
      the
      European Medicines Agency and the Committee for Proprietary Medicinal Products
      or any successor agency thereof performing similar functions.

    


    1.9  “FDA”
      means
      the Food and Drug Administration of the United States Department of Health
      and
      Human Services or any successor agency thereof performing similar
      functions.

     

    1.10  “Field”
      means
      the treatment and/or prevention of human disease or medical conditions.


    


    1.11  “Filing”
      of
      an NDA
      means the acceptance by a Regulatory Authority of an NDA for
      filing.

    


    1.12  “First
      Commercial Sale”
      means,
      with respect to any Product, the first sale by NEUROGEN, its Affiliates or
      Sublicensees for end use or consumption of such Product in a country after
      all
      required approvals, including NDA Approvals, have been granted by the Regulatory
      Authority of such country. 

     

    1.13  “Hatch-Waxman
      Act” means
      the
      United States Drug Price Competition and Patent Term Restoration Act of 1984
      (Pub. Law 98-471), or any successor thereto, and any equivalent legal
      requirements in other countries, as in effect from time to time during the
      term
      of this Agreement.

    


    1.14  “HSR
      Act”
      means
      the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended from time
      to time.

     

    1.15  “IND”
      means
      an
      investigational new drug application (together with all subsequent submissions,
      supplements and amendments thereto) filed with the FDA in conformance with
      applicable laws and regulations, for approval to conduct human clinical
      investigations, and the equivalent thereof, as applicable, in jurisdictions
      outside the United States.

    


    1.16  “Information”
      means
      (i) all information, materials and data, including Licensed Know-How and all
      other scientific, preclinical, gene sequence, chemical structure, clinical,
      regulatory, manufacturing, marketing, financial, or patent information, and
      commercial information and data, whether communicated in writing or orally
      or by
      any other method, which is provided by one Party to the other Party in
      connection with this Agreement or (ii) existing Know-How, and that is identified
      as confidential or is customarily regarded as confidential within the
      pharmaceutical industry. 

    
      
        
        

      

      
        2

        
        

      

      
        
        

      

    

    1.17  “Know-How”
      means
      any and all know-how and data, proprietary methods, devices, written
      information, materials, regulatory filings, INDs and related documentation
      and
      data, manufacturing methods, technology, trade secrets, inventions,
      compositions, designs, formulae, discoveries, improvements, documentation,
      research and development reports, information, processes, protocols, clinical
      and safety data, statistical programs, preclinical data, research data,
      manufacturing data, analytical data, assays, batch records and standard
      operating procedures, in each case to the extent: (i) Controlled by WYETH or
      its
      Affiliates, (ii) existing as of the Effective Date, and (iii) that has actually
      been used by or on behalf of WYETH or its Affiliates in connection with, and
      is
      reasonably necessary, for the research, development, formulation, registration,
      manufacture, sale or use of Compound. 

     

    1.18  “Licensed
      Know-How”
      means
      any and all Know-How other than the Aplindore Licensed Know-How.

    


    1.19  “Licensed
      Patent Rights”
      means
      all Patents owned or Controlled by Wyeth or any of its Affiliates during the
      term of this Agreement that would, but for the license granted under this
      Agreement, be infringed by the research, development, manufacture, use, offer
      for sale, sale, import or export of Compounds, including the Licensed Patent
      Rights listed on Schedule 1.19. 

     

    1.20  “NDA”
      means a
      new drug application, biologic license application, marketing application
      authorization, or similar application or submission for Regulatory Approval
      of a
Product
      filed with a Regulatory Authority to obtain approval to sell commercially the
      Product in that country or in that group of countries, together with all
      subsequent submissions, supplements and amendments thereto.

    


    1.21  “NDA
      Approval”
      means
      approval of an NDA by the FDA, EMEA or other applicable Regulatory
      Authority.

    


    1.22   “Net
      Sales”
      with
      respect to the sale of any Product means the gross amount invoiced by NEUROGEN,
      its Affiliates, licensees or Sublicensees (including any co-marketing partners),
      to Third Parties less, the following reasonable and customary deductions, in
      each case to the extent specifically relating to the Product for: (i) trade,
      quantity and cash discounts and allowances actually allowed or given; (ii)
      to
      the extent included in the invoice amount, freight, shipping insurance and
      other
      transportation expenses incurred in transporting such Product in final form
      to
      such customers; (iii) credits or refunds actually allowed for rejections,
      defects or recalls of such Products, outdated or returned Products, or
      retroactive price reductions; (iv) sales, value-added, excise taxes, tariffs
      and
      duties, and other taxes directly related to the sale (but not including taxes
      assessed against the income derived from such sale); (v) chargebacks granted
      to
      wholesalers; and (vi) rebates, including managed care, Medicaid and other
      governmental rebates, in respect of the sales of the Products. The transfer
      of
      Products by NEUROGEN or one of its Affiliates to either (a) another Affiliate
      of
      NEUROGEN or (b) a licensee or Sublicensee of NEUROGEN, shall not be considered
      a
      sale; in such cases, Net Sales shall be determined based on the invoiced sales
      price by the Affiliate, licensee or Sublicensee to an unrelated Third Party,
      less the deductions allowed under this Section 1.22. Every other commercial
      use or disposition of a Product by NEUROGEN or its Affiliates, licensees or
      Sublicensees in barter or other transactions (other than dispensing of
      reasonable and customary quantities of promotional samples) shall be considered
      a sale of such Product at the weighted average Net Sales price for such Product
      during the preceding quarter. 

    


    With
      respect to sales of a combination product (a Product containing as its active
      ingredients Product and one or more other therapeutically or prophylactically
      active ingredients priced in a single package), for the purpose of determining
      Royalties, Net Sales shall be calculated by multiplying the total Net Sales
      of
      such combination product by the fraction A/A+B where A is the actual invoice
      price of the Product in the same dosage amount in the applicable country if
      sold
      separately and B is the sum of the actual invoice prices of all other active
      ingredients or products in the same dosage amount in the combination product
      in
      the applicable country if sold separately during the applicable quarter. If
      A or
      B cannot be determined because values for the Product or the other active
      ingredients sold alone are not available in a particular country then WYETH
      and
      NEUROGEN will discuss an appropriate allocation for the fair market value of
      the
      Product and other active ingredients in the combination product to determine
      Net
      Sales for such combination product. The deductions set out in the paragraph
      above in this Section 1.22 will be applied in calculating Net Sales for a
      combination product. 

     

    1.23  “Patents”
      means
      patent applications (including provisional applications, certificates of
      invention and applications for certificates of invention, continuations,
      divisionals and continuations-in-part), and all patents issuing therefrom and
      foreign equivalents thereof (including
      all substitutions, reissues, renewals, reexaminations, supplementary protection
      certificates, extensions, registrations and confirmations of any of the
      foregoing patents and the like).

    
      
        
        

      

      
        3

        
        

      

      
        
        

      

    

    1.24  “Phase
      II Clinical Trial”
      means a
      human clinical trial that is intended to gain evidence of the efficacy of a
      Product for a particular indication or indications in human subjects with the
      disease or indication under study including a trial that would satisfy the
      requirements of 21 C.F.R. 312.21(b), as may be amended or the foreign equivalent
      thereof. 

     

    1.25  “Phase
      III Clinical Trial”
      means a
      pivotal human clinical trial that is intended to gain evidence to establish
      the
      efficacy and safety of a Product as a basis for an NDA including a trial that
      would satisfy the requirements of 21 C.F.R. 312.21(c), as may be amended or
      the
      foreign equivalent thereof. 

     

    1.26  “Product”
      means
      a
      pharmaceutical product, formulation or preparation for sale and therapeutic
      use
      in humans containing one or more Compounds as a pharmaceutically active
      ingredient(s).

     

    1.27  “Regulatory
      Approval”
      means
      any NDA Approvals and other approvals, licenses, registrations, or
      authorizations granted or issued by any national, regional, state or local
      governmental entities and agencies, necessary for the development, registration,
      manufacture, packaging, labeling, use, storage, transport, export, import,
      clinical testing, promotion or sale of the Products in a country, including
      pricing and reimbursement approvals to the extent the applicable Regulatory
      Authorities in such country require a pricing or reimbursement approval prior
      to
      commercialization of a Product in such country.

    


    1.28  “Regulatory
      Authority”
      means
      any applicable government regulatory authority involved in granting approvals
      for the manufacturing, marketing, reimbursement and/or pricing of a Product
      in
      the Territory, including, in the United States, the FDA.

     

    1.29  “Sublicensee”
      means a
      Third Party to whom NEUROGEN grants a license or sublicense to develop, make,
      use, or sell the Compounds or Products.

    


    1.30  “Territory”
      means
      worldwide (all of the countries in the world, and their territories and
      possessions of any nature or category). 

    


    1.31  “Third
      Party”
      means an
      entity other than WYETH and its Affiliates, or NEUROGEN and its
      Affiliates.

    


    1.32  “U.S.
      GAAP”
      means
      generally-accepted accounting principles in the United States. 

    


    1.33  “Valid
      Claim”
      means an
      issued claim within the scope of the Licensed Patent Rights, including any
      extensions thereof and supplemental protection certificates, to the extent
      such
      claims have not been disclaimed, revoked or held invalid by a final unappealable
      decision of a court or governmental agency of competent jurisdiction, and which
      claims are otherwiseenforceable.
      “Valid Claim” also means any claim within a pending application for a Patent
      included within the scope of the Licensed Patent Rights to the extent the
      invention(s) described in the claims of such application have not been abandoned
      without being refiled in another application or finally rejected by an
      administrative agency action from which no appeal can be taken, such that the
      claim at issue has been pending for less than five (5) years. If a claim of
      a
      patent application that ceased to be a Valid Claim due to the passage of time
      set forth in the preceding sentence later issues as a part of a Patent described
      above, then it will again be considered a Valid Claim effective as of the
      issuance of such patent.

    


    1.34  Interpretation.

    


    (a)  Whenever
      any provision of this Agreement uses the term “including” (or “includes”), such
      term shall be deemed to mean “including without limitation” and “including but
      not limited to” (or “includes without limitations” and “includes but is not
      limited to”) regardless of whether the words “without limitation” or “but not
      limited to” actually follow the term “including” (or “includes”);

    


    (b)  “Herein,”
      “hereby,” “hereunder,” “hereof” and other equivalent words shall refer to this
      Agreement in its entirety and not solely to the particular portion of this
      Agreement in which any such word is used;

    
      
        
        

      

      
        4

        
        

      

      
        
        

      

    

    (c)  All
      definitions set forth herein shall be deemed applicable whether the words
      defined are used herein in the singular or the plural;

     

    (d)  Wherever
      used herein, any pronoun or pronouns shall be deemed to include both the
      singular and plural and to cover all genders;

     

    (e)  The
      recitals set forth at the start of this Agreement, along with the Attachments
      to
      this Agreement, and the terms and conditions incorporated in such recitals
      and
      Attachments shall be deemed integral parts of this Agreement and all references
      in this Agreement to this Agreement shall encompass such recitals and
      Attachments and the terms and conditions incorporated in such recitals and
      Attachments; provided, that in the event of any conflict between the terms
      and
      conditions of this Agreement and any terms and conditions set forth in the
      recitals or Attachments, the terms of this Agreement shall control;

    


    (f)  In
      the
      event of any conflict between the terms and conditions of this Agreement and
      any
      terms and conditions that may be set forth on any order, invoice, verbal
      agreement or otherwise, the terms and conditions of this Agreement shall
      govern;

    


    (g)  The
      Agreement shall be construed as if both Parties drafted it jointly, and shall
      not be construed against either Party as principal drafter;

    


    (h)  Unless
      otherwise provided, all references to Sections, Articles and Attachments in
      this
      Agreement are to Sections, Articles and Attachments of and to this
      Agreement;

    


    (i)  All
      references to days, months, quarters or years are references to calendar days,
      calendar months, calendar quarters or calendar years;

    


    (j)  Any
      reference to any federal, national, state, local or foreign statute or law
      shall
      be deemed to also refer to all rules and regulations promulgated thereunder,
      unless the context requires otherwise; and

    


    (k)  Wherever
      used, the word “shall” and the word “will” are each understood to be imperative
      or mandatory in nature and are interchangeable with one another.

     

    ARTICLE
      II  LICENSES
      

     

    2.1  License
      Grant. (a)
      WYETH
      hereby grants to NEUROGEN and its Affiliates an exclusive license (including
      as
      to WYETH), with the right to grant sublicenses, under the Licensed Patent Rights
      (subject to WYETH’s retained right set forth below), solely for the purposes of
      research, making, having made, using, developing, registering, offering to
      sell,
      selling, importing and exporting and distributing Products and Compounds in
      the
      Field in the Territory. WYETH retains the nonexclusive right to make and use
      Compounds for internal research purposes only, provided, however, under no
      circumstances shall WYETH’s retained right be used for administering the
      Compounds to animals or humans, nor to provide Compounds to Third
      Parties.

    


    (b) WYETH
      hereby grants to NEUROGEN and its Affiliates a nonexclusive license, with the
      right to grant sublicenses, to the Licensed Know-How solely for the purposes
      of
      research, making, having made, using, developing, registering, offering to
      sell,
      selling, importing and exporting and distributing Products and Compounds in
      the
      Field in the Territory. 

    


    (c) WYETH
      hereby grants to NEUROGEN and its Affiliates an exclusive license (including
      as
      to WYETH), with the right to grant sublicenses, under the Aplindore Licensed
      Know-How (subject to WYETH’s retained right set forth below) solely for the
      purposes of research, making, having made, using, developing, registering,
      offering to sell, selling, importing and exporting and distributing Products
      and
      Compounds in the Field in the Territory. Wyeth retains the nonexclusive right
      to
      make and use Compounds for internal research purposes only, provided, however,
      under no circumstances shall WYETH’s retained right be used for administering
      the Compounds to animals or humans, nor to provide Compounds to Third
      Parties.

    
      
        
        

      

      
        5

        
        

      

      
        
        

      

    

    ARTICLE
      III  IND
      AND TECHNOLOGY TRANSFER; COMPOUND SUPPLY

     

    3.1  Access
      to Regulatory Filings. 

     

    Consistent
      with the requirements of 21 CFR 312, WYETH will provide to NEUROGEN the complete
      IND file for Aplindore (“Original
      IND”)
      including all supplements to the Original IND, all regulatory files and FDA
      correspondence related thereto, and all records and reports required to be
      kept
      that are necessary to effect the transfer of the IND and allow NEUROGEN to
      pursue development of the Compound (but excluding, for the avoidance of doubt,
      records of WYETH that are not necessary for such purposes such as confidential
      personnel records or facility design records). Within ten (10) days after
      NEUROGEN confirms in writing the receipt of the Original IND from WYETH, WYETH
      will execute and deliver a letter to the FDA authorizing the transfer of
      ownership of the Original IND to NEUROGEN. NEUROGEN will promptly thereafter
      take all further actions that are necessary to transfer ownership of the
      Original IND for Aplindore to NEUROGEN. WYETH
      shall use reasonable and diligent efforts to ensure that it has located and
      provided to NEUROGEN all such documentation related to the Original IND and
      all
      other Licensed Know-How and Aplindore Licensed Know-How and WYETH shall promptly
      convey to NEUROGEN any such documentation or other Licensed Know-How, or
      Aplindore Licensed Know-How that WYETH locates after the Effective Date. WYETH
      also agrees to provide reasonable assistance to ensure a prompt and complete
      transfer by the FDA of ownership of the IND to NEUROGEN. Following the effective
      transfer of ownership of the IND to
      NEUROGEN, NEUROGEN will assume sole regulatory responsibility for development
      of
      Aplindore,

    


    3.2  Technology
      Transfer. 

    


    (a)  WYETH
      shall use reasonably diligent efforts to transfer the Aplindore Know-How and
      all
      Licensed Know-How within
      ninety (90) days of the Effective Date. The later of the date on which WYETH
      has
      made such transfer or the date of the transfer of the Compound Inventory
      pursuant to Section 3.3 is hereinafter referred to as the “Transfer
      Completion Date”.
      

    


    (b)  In
      addition, (i) [***],
      upon NEUROGEN’s request, WYETH shall provide other reasonable assistance to
      NEUROGEN [***] in NEUROGEN’s Compound manufacturing and development activities
      which assistance shall include [***] (ii) [***] regulatory filings or CMC
      (Chemistry, Manufacturing and Controls) related issues [***]. NEUROGEN shall
      pay
      WYETH for such assistance based on [***] days of receipt of WYETH’s invoice.


    


    3.3  Supply
      of Existing Compound. Within
      forty five (45) days after the Effective Date, WYETH shall re-test, re-certify
      (to standards acceptable for human testing in Phase II Clinical Trials) and
      ship
      to Neurogen or Neurogen’s designee all of its existing inventory of cGMP
      Compound, and formulated clinical supplies of Compound (if any) (collectively,
      the “Compound
      Inventory”).
      Within
      thirty (30) days of receipt from WYETH of the Compound Inventory, NEUROGEN
      shall
      pay WYETH four hundred thousand dollars ($400,000) based on an estimated
      quantity of at least 1.5 kilograms.
      If the
      Compound Inventory is less than 1.5 kilograms, NEUROGEN’s payment shall be
      prorated based on the actual amount transferred. 

    


    ARTICLE
      IV  RESEARCH
      AND DEVELOPMENT; DILIGENCE

     

    4.1  Research
      and Development Obligations
      


      (a)  NEUROGEN
        shall be solely responsible for all future research and development and
        regulatory activities with respect to Compounds and Products, including adverse
        event reporting to the appropriate Regulatory Authorities in the countries
        in
        the Territory, in accordance with the appropriate laws and regulations of
        the
        relevant countries. 

      


      (b)  NEUROGEN
        shall use Commercially Reasonable Efforts to commence a Phase II Clinical
        Trial
        within eighteen (18) months of the Transfer Completion Date and to further
        develop, manufacture and commercialize Products in the Field in the
        Territory.

      


      [***]
        Confidential
        treatment requested by Neurogen Corporation.

       

    

    
      
        
        

      

      
        6

        
        

      

      
        
        

      

    

    
      
        (c)  If
          NEUROGEN does not commence a Phase II Clinical Trial within eighteen (18)
          months
          of the Transfer Completion Date, NEUROGEN shall make a one time payment
          to WYETH
          of [***] ($[***]), and thereafter, shall pay WYETH [***] ($[***]) on each
          anniversary of such date until a Phase II Clinical Trial is
          commenced.

         

      

    

    4.2  Reports.
      NEUROGEN
      will keep WYETH reasonably apprised of its and its Sublicensees’ development,
      regulatory and commercialization activities related to Compounds or Products
      by
      providing WYETH with summary reports on or about June 30 and December 31 of
      each
      year, following the year in which the Effective Date occurs. 

    


    4.3  Manufacture.
      Other
      than as set forth in Section 3.3,
      WYETH
      shall have no responsibility for the manufacture of Compounds and Products
      for
      development, use and sale by NEUROGEN and its Sublicensees in the
      Territory.

    


    ARTICLE
      V  CONFIDENTIALITY
      

     

    5.1  
      All
      Information disclosed by a Party (the “Disclosing Party”_) to the other Party
      (the “Receiving Party”) under this Agreement, shall, for the term of this
      Agreement and for five (5) years thereafter, be maintained in confidence by
      the
      Receiving Party and, without the prior written consent of the Disclosing Party,
      shall not be disclosed to any Third Party or used for any purpose except as
      expressly permitted in this Agreement including this Article V. This
      nondisclosure and non-use obligation shall not apply to Information that:


     

    (a)  is
      known
      by the Receiving Party at the time of its receipt, as documented by business
      records, and not through a prior disclosure by the Disclosing Party;


     

    (b)  is
      properly in the public domain; 

    


    (c)  
      is
      subsequently disclosed to the Receiving Party by a Third Party who may lawfully
      do so and is not under an obligation of confidentiality to the Disclosing Party;
      

     

    
      (d)  is
        developed by the Receiving Party independently of Information received from
        the
        Disclosing Party, as documented by business records; or

       

      (e)  is
        required to be disclosed by law or court order; provided that notice is promptly
        delivered to the Disclosing Party in order to provide an opportunity to
        challenge or limit the disclosure obligation; and provided further that the
        Receiving Party cooperates with the Disclosing Party in limiting disclosure
        to
        the extent so required. Information that is disclosed by judicial or
        administrative process shall remain otherwise subject to the confidentiality
        and
        non-use provisions of this Section 5.1 and the Receiving Party shall take
        all
        steps reasonably necessary, including compliance with any order of
        confidentiality, to ensure the continued confidential treatment of such
        Information.

       

      
        (f)  Any
          combination of features or disclosures as set forth in Subsections (a)
          through
          (e) above shall not be deemed to fall within the foregoing exclusions merely
          because individual features are published or available to the general public
          or
          in the rightful possession of the Receiving Party unless the combination
          itself
          and principle of operation are published or available to the general public
          or
          in the rightful possession of the Receiving Party. 

      

      
         

      

    

    5.2 Permitted
      Disclosure of Information.
      Notwithstanding anything to the contrary contained in Section 5.1, NEUROGEN
      may
      disclose such Information: 
      


      [***]
        Confidential
        treatment requested by Neurogen Corporation.

       

    

    
      
        
        

      

      
        7

        
        

      

      
        
        

      

    

    
      (a)     
required
        to be submitted to governmental or other Regulatory Authorities to obtain
        Patents (including disclosure to U.S. and foreign patent offices and patent
        counsel for purposes of patent prosecution) or to facilitate the issuance
        of any
        necessary registrations or filings in connection with conducting clinical
        trials
        for a Product or Compound, or developing, manufacturing or commercializing
        a
        Product, provided
        that
        such disclosure may be made only to the extent reasonably necessary to obtain
        Patents or authorizations and that reasonable steps shall be taken to assure
        confidential treatment of such Information; or

       
        

           
  (b)        to
        its
        permitted Sublicensees, agents, consultants, Affiliates and/or other Third
        Parties to the extent reasonably necessary for the research and development,
        manufacturing, registration and/or marketing of a Product or Compound (or
        for
        such parties to determine their interest in performing such activities) in
        accordance with this Agreement on the condition that such disclosure may
        be only
        to the extent reasonably necessary for such activities and that such Third
        Parties agree to be bound by confidentiality and non-use obligations at least
        as
        restrictive as those contained within this Agreement; provided
        that the
        term of confidentiality for such Third Parties shall be no less than five
        (5)
        years.

       

    

    5.3 Publication.
      The
      Parties may each have an interest from time to time in publishing clinical
      results or other research or development advancements involving Compounds or
      Products to obtain recognition within the scientific community and to advance
      the state of scientific knowledge.  Consequently, except for disclosures
      permitted pursuant to Sections 5.2 and 5.4, a Party, its employees, agents
      or
      consultants wishing to make a publication disclosing any of the Aplindore
      Licensed Know-How shall deliver to the other Party a copy of the proposed
      written publication at least sixty (60) days prior to submission for publication
      and a copy of the proposed outline of an oral disclosure or presentation at
      least forty-five (45) days prior to presentation.  The non-disclosing Party
      shall have the right to propose reasonable modifications to the publication
      for
      Patent reasons, trade secret reasons or proprietary business Information
      reasons. Upon expiration of such sixty (60) day or forty-five (45) day period,
      the disclosing Party shall be free to proceed with the publication or
      presentation. If the non-disclosing Party has requested modifications to the
      publication or presentation,
      the disclosing Party shall give due consideration to such modifications and
      edit
      such publication or presentation if necessary to prevent disclosure of trade
      secret or proprietary business Information prior to submission of the
      publication or presentation. 

    


    5.4 Financial
      Terms and Other Disclosures. Except
      as
      otherwise provided in this Article, the Parties agree that the material terms
      of
      this Agreement will be considered confidential Information of both Parties
      and
      neither Party may disclose the terms of this Agreement; provided,
      however, on
      or
      promptly
      after the Effective Date, each Party may, or the Parties collectively will,
      issue a press release reasonably acceptable to each Party describing the
      Agreement. Notwithstanding
      the foregoing: (a) either Party may disclose such terms as are required to
      be
      disclosed by applicable laws, regulations or stock market or stock exchange
      rules of a governing authority such as the U.S. Securities and Exchange
      Commission, the Federal Trade Commission, the NASDAQ or the NYSE (including
      securities laws, and relevant regulations, guidelines, orders or directives
      of
      any such governing authority), including in its publicly-filed financial
      statements, reports or other filings, pursuant to applicable laws, regulations
      and stock market or stock exchange rules (e.g.,
      the
      U.S. Securities and Exchange Commission, NASDAQ, NYSE, or any other stock market
      or stock exchange on which securities or debt instruments issued by WYETH or
      NEUROGEN may be issued or traded); provided,
      to the
      extent reasonably practicable, such Party shall provide the other Party with
      a
      copy of the proposed text of such statements or disclosure (including any
      exhibits containing this Agreement) sufficiently in advance of the scheduled
      release or publication thereof to afford such other Party a reasonable
      opportunity to review and comment upon the proposed text (including redacted
      versions of this Agreement), (b) either Party shall have the further right
      to
      disclose the material financial terms of this Agreement under a confidentiality
      agreement consistent with the terms set forth in this Article to any bona fide
      potential acquirer, merger partner, potential providers of financing and their
      advisors, or for similar purposes, and (c) NEUROGEN shall have the further
      right
      to disclose Information regarding events relating to matters covered by the
      terms of this Agreement to the extent NEUROGEN reasonably believes such
      disclosure is (i) significant to its investors, prospective investors or
      otherwise consistent with the types of releases generally made regarding similar
      programs by biotech or pharmaceutical companies, or (ii) required by, or is
      necessary to be consistent with the disclosure requirements of any applicable
      laws, regulations or stock market or stock exchange rules (including securities
      laws, and relevant regulations, guidelines, orders or directives of any such
      governing authority). NEUROGEN shall use good faith efforts to have any
      disclosure made relating to the filing of this Agreement, including the terms
      of
      this Agreement, treated as confidential by the U.S. Securities and Exchange
      Commission, NASDAQ, NYSE, or any other stock market or stock exchange on which
      securities issued by NEUROGEN may be issued. 

    


    ARTICLE
      VI  PAYMENTS
      AND ROYALTIES 

     

    
      
        
        

      

      
        8

        
        

      

      
        
        

      

    

    6.1  License
      Fee. On
      the
      Effective Date, NEUROGEN shall pay WYETH a non-refundable payment of Three
      Million Dollars ($3,000,000) payable by wire transfer of immediately available
      funds to an account designated in writing by WYETH.

     

    6.2  Milestone
      Payments.
      Subject
      to the terms and conditions of this Agreement, within thirty (30) days after
      the
      first occurrence of each of the following events, NEUROGEN shall
      make each of the following one-time non-refundable and non-creditable payments
      to WYETH:

    

      
        	 	
                Milestone

              	
                Payment

              
	
                Initiation
                  of First Phase II Clinical Trial of Compound

                 

              	 	
                $[***]

              
	
                Initiation
                  of First Phase III Clinical Trial of Compound

              	 	
                $[***]

              
	 	 	 	 
	
                First
                  NDA Filing in the US for Compound

                 

              	 	
                $[***]

              
	
                First
                  EMEA Filing for Compound:

              	 	
                $[***],
                  or if

              
	 	
                filed
                  for individual or less

                than
                  all member countries,

                $[***]
                  for each of

                United
                  Kingdom,

                Germany,
                  France, Italy

                 

              
	
                First
                  NDA Approval in US of Compound:

              	 	
                $[***]

                 

              
	
                First
                  NDA Approval in Europe of Compound:

              	 	
                $[***],
                  or if

              
	 	 	
                approved
                  for individual or

                less
                  than all member

                countries,

                $[***]
                  for 

                each
                  of United Kingdom,

                Germany,
                  France, Italy

              


      



    Thereafter,
      no additional milestone payments would be due or payable by NEUROGEN to
      WYETH.

    


    6.3  Annual
      Maintenance Fee.
      NEUROGEN
      shall pay to WYETH an annual maintenance fee of two
      hundred fifty thousand dollars ($250,000) per year on each annual anniversary
      of
      the Effective Date of the Agreement until a NDA Approval of a Product in one
      of
      the following countries: United States, United Kingdom, France, Germany, Italy
      or Japan.

     

    6.4  Royalties
      Payable by NEUROGEN. 

    


    (a)  
      NEUROGEN
      shall pay to WYETH royalties based on annual Net Sales by NEUROGEN, its
      Affiliates and Sublicensees of Products in the Territory as follows (the
“Royalties”):
      
       

      [***]
        Confidential
        treatment requested by Neurogen Corporation. 

    

     

    
      
        
        

      

      
        9

        
        

      

      
        
        

      

    

    

      
        	
                On
                  that Portion of

                Annual
                  Net Sales in the Territory:

              	
                Marginal
                  Royalty Rate

                (%
                  of Annual Net Sales)

              
	 	 	 
	
                Less
                  than $150 million

              	 	
                [***]%

              
	
                Over
                  $150 million to $300 million

              	 	
                [***]%

              
	
                Over
                  $300 million to $900 million

              	 	
                [***]%

              
	
                Over
                  $900 million to $1.5 billion

              	 	
                [***]%

              
	
                Over
                  $1.5 billion

              	 	
                [***]%

              


      

      
         

      

    

    For
      the
      avoidance of doubt, the marginal royalty rates set forth above shall apply
      only
      to that portion of Net Sales within the applicable tier of Net
      Sales.

    


    (b)  Royalties
      shall be payable on a country-by-country and Product-by-Product basis, for
      the
“Royalty Term”, which shall be the longer of (i) ten (10) years after the date
      of First Commercial Sale of such Product in such country, and (ii) expiration
      of
      the last to expire claim of the Valid Claims in such country. At the end of
      the
      Royalty Term, Neurogen would have an exclusive fully paid-up, royalty free,
      exclusive perpetual license for such Product in such country.


     

    6.5  Royalty
      Reports.
      Royalty
      payments shall be paid after the First Commercial Sale of a Product for each
      calendar quarter within forty five (45) days after the end of the calendar
      quarter. In addition, on such dates NEUROGEN, or a Third Party on behalf of
      NEUROGEN, shall provide a written report with respect to the preceding quarter
      (the “Payment
      Report”)
      stating: (a) the total gross sales and the total deductions used in arriving
      at
      Net Sales of the Product sold by NEUROGEN, its Affiliates and Sublicensees,
      during such quarter on a country-by-country basis; (b) the date of any First
      Commercial Sale of the Product in each country during such quarter, and (c)
      a
      calculation of the Royalties due to WYETH.

    


    6.6   Audits.
      

     

    (a)  
      Upon the
      written request of WYETH and not more than once per year, NEUROGEN shall permit
      an independent certified public accounting firm of nationally recognized
      standing selected by WYETH and reasonably acceptable to NEUROGEN, at WYETH’s
      expense, to have access during normal business hours to such of the records
      of
      NEUROGEN as may be reasonably necessary to verify the accuracy of the Payment
      Reports hereunder for any year ending not more than thirty-six (36) months
      prior
      to the date of such request,
      including currency exchange rates. The accounting firm shall disclose to
      NEUROGEN and WYETH the details of the audit and the specific amount of any
      discrepancies found. 

     

    (b)  
      If such
      accounting firm correctly identifies a discrepancy during such period, NEUROGEN
      shall issue to WYETH an objection to the auditor’s findings, or a payment or an
      invoice to correct such discrepancy within sixty (60) days of the date of such
      accounting firm’s written report. Any objections to the auditor’s findings shall
      be resolved through the dispute resolution procedures set forth in Section
      12.8.
      The fees charged by such an accounting firm shall be reimbursed by NEUROGEN
      if
      the Royalty payments made were at least ten percent (10%) different than the
      amount that should have been paid during the period in question. 

     

    (c)  
      Upon the
      expiration of thirty-six (36) months following the end of any year for which
      WYETH has not contested, pursuant to this Section 6.6, the amount of Royalties
      due WYETH, then calculation of Royalties payable with respect to such year
      shall
      be binding and conclusive upon WYETH, and NEUROGEN, its Affiliates and its
      Sublicensees shall be released from any liability or accountability with respect
      to Royalties for such year. 
       

      [***]
        Confidential
        treatment requested by Neurogen Corporation. 

       

      
        
          
          

        

        
          10

          
          

        

        
          
          

        

      

    

    (d)  
      WYETH
      shall treat all Information subject to review under this Section 6.6 in
      accordance with the confidentiality and non-use provisions of Article V of
      this
      Agreement, and shall cause its accounting firm to enter into an acceptable
      confidentiality agreement with NEUROGEN (and its applicable Affiliates and
      Sublicensees) obligating such firm to retain all such Information in confidence
      pursuant to such confidentiality agreement. 

     

    6.7  Payment
      Exchange Rate. All
      payments to be made by NEUROGEN to WYETH under this Agreement shall be made
      in
      United States dollars and may be paid by bank wire transfer in immediately
      available funds to such bank account in the United States designated in writing
      by WYETH from time to time. In the case of sales invoiced in currencies other
      than United States dollars, the exchange conversions of such sales into United
      States dollars shall be made based on the daily average as published in The
      Wall
      Street Journal (or such other publication as the Parties may mutually agree
      upon
      from time to time) for the last month of the quarter preceding such
      payment.

    


    6.8  
      Income Tax Withholding.
      If
      laws, rules or regulations require withholding of income taxes or other taxes
      imposed upon payments set forth in this Article VI, NEUROGEN shall make such
      withholding payments as required and subtract such withholding payments from
      the
      payments set forth in this Article VI. NEUROGEN shall submit appropriate proof
      of payment of the withholding taxes to WYETH within a reasonable period of
      time.


    

      
        	
                ARTICLE
                  VII

              	
                [***]

                 

              
	 	
                7.1

              	
                [***]

                 

              
	 	
                7.2

              	
                [***]

                 

              


      

      ARTICLE
        VIII  REPRESENTATIONS
        AND WARRANTIES

    

     

    8.1  
      Mutual Representations and Warranties of WYETH and
      NEUROGEN.
      Each of
      WYETH and NEUROGEN hereby represents and warrants to the other Party as of
      the
      Effective Date as follows:

    


    (a)  It
      is
      duly organized, validly existing and in good standing under the laws of the
      jurisdiction of incorporation. It has the requisite legal and company power
      and
      authority to conduct its business as presently being conducted and as proposed
      to be conducted by it and is duly qualified to do business in those
      jurisdictions where its ownership of property or the conduct of its business
      requires.

    


    (b)  It
      has
      all requisite legal and company power and authority to enter into this Agreement
      and to perform its obligations hereunder. All company actions on its part,
      its
      boards of directors or managers, or similar governing body and its equity
      holders necessary for (i) the authorization, execution, delivery and performance
      by it of this Agreement, and (ii) the consummation of the transactions
      contemplated hereby, have been duly taken.

    


    (c)  This
      Agreement is a legally valid and binding obligation of it, enforceable against
      it in accordance with its terms (except in all cases as such enforceability
      may
      be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
      or
      similar laws affecting the enforcement of creditors’ rights generally and except
      that the availability of the equitable remedy of specific performance or
      injunctive relief is subject to the discretion of the court or other tribunal
      before which any proceeding may be brought).

     

    8.2   WYETH
      Representations and Warranties.
      WYETH
      represents and warrants to NEUROGEN that as of the Effective Date: 
       

      [***]
        Confidential
        treatment requested by Neurogen Corporation. 

       

      
        
          
          

        

        
          11

          
          

        

        
          
          

        

      

    

    (a)  To
      the
      knowledge of WYETH, there are no existing or threatened Third Party actions,
      suits or other proceedings pending against it with respect to the Licensed
      Patent Rights, Licensed Know-How or Aplindore Licensed Know-How;

    


    (b)  To
      the
      knowledge of WYETH, the issued Patents on Schedule 1.19 are not invalid; 
       

    

    (c)  WYETH
      has
      the right to grant the licenses to the extent set forth in this Agreement;
      

    


    (d)  Subject
      to Section 5.3, WYETH and its Affiliates will take reasonable measures to
      protect the confidentiality of the Aplindore Licensed Know-How during the term
      of this Agreement; and 
       

    

    (e)  
      WYETH
      and its Affiliates are not developing, manufacturing or commercializing, alone
      or with any Third Party, any dopamine modulator for Parkinson’s Disease or
      Restless Leg Syndrome.

     

          
      8.3   HSR
      Act.
      NEUROGEN represents and warrants to WYETH that as of the Effective Date,
      NEUROGEN has determined in good faith that a filing under the HSR Act is not
      required in connection with the transactions contemplated hereby.

    


    8.4  Disclaimer
      of Warranties.
      EXCEPT
      AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR MANDATED BY APPLICABLE
      LAW
      (WITHOUT THE RIGHT TO WAIVE OR DISCLAIM), NEITHER PARTY MAKES ANY REPRESENTATION
      OR WARRANTY WITH RESPECT TO ANY COMPOUND, PRODUCT, ANY KNOW-HOW, GOODS,
      SERVICES, RIGHTS, OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS
      ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED
      WARRANTIES OF NONINFRINGEMENT, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR
      A
      PARTICULAR PURPOSE.


     

    ARTICLE
      IX  
      INTELLECTUAL PROPERTY

      

    9.1  Filing,
      Prosecution and Maintenance of Patents. 

    


    (a)  Except
      as
      set forth in (b) and (c) below, WYETH shall be responsible and bear the costs to
      file, prosecute and maintain (including filing and/or defending interferences,
      oppositions, reexaminations and reissues) in the Territory, the Licensed Patent
      Rights. In the event WYETH elects not to prosecute or maintain any of the
      Licensed Patent Rights, WYETH shall grant NEUROGEN the timely opportunity to
      prosecute and maintain such Licensed Patent Rights at NEUROGEN’s expense. Each
      Party shall keep the other advised of the status of the Licensed Patent Right
      filings for which it receives notice and upon the request of the other Party,
      provide copies of any papers related to the filing, prosecution and maintenance
      of such filings. Each Party shall cooperate fully and shall cause its employees
      to cooperate fully, on the filing and prosecution of such Licensed Patent
      Rights. Each Party shall promptly give notice to the other of the grant, lapse,
      revocation, surrender, invalidation or abandonment of any Licensed Patent Rights
      in the Field for which the Party receives notice.

    


    (b)  As
      of the
      Effective Date, NEUROGEN shall have the first right, and shall bear the costs,
      to file Patents in Europe including any continuation or divisional of any prior
      Licensed Patent Right and WYETH shall provide reasonable assistance as may
      be
      requested by NEUROGEN to complete such filings and prosecution for Licensed
      Patent Rights, at NEUROGEN’s expense. NEUROGEN shall provide to WYETH copies of
      all communications sent to and received from any patent office pertaining to
      Licensed Patent Rights being prosecuted under this Section 9.1(b) by NEUROGEN
      including, but not limited to, draft patent applications, filing receipts,
      office actions, responses and/or amendments, and notices of allowance. WYETH
      shall be given reasonable opportunity prior to the earlier of the expiration
      of
      any shortened statutory period for response or anticipated filing to review
      and
      comment upon the text of any such communication. In the event that the Parties,
      after good faith discussions, cannot agree with respect to any decision to
      be
      made with respect to the preparation, filing, prosecution and maintenance of
      the
      Licensed Patent Rights being prosecuted by NEUROGEN under this Section 9.1(b)
      (including decisions relating to interference, opposition,

     

    
      
        
        

      

      
        12

        
        

      

      
        
        

      

      revocation,
        reexamination and similar proceedings related to the Licensed Patent Rights),
        NEUROGEN shall make such decision, provided that such decision shall not
        have a
        material adverse effect on the scope and/or validity of the Licensed Patent
        Rights. In the event NEUROGEN elects not to prosecute or maintain any of
        the
        Licensed Patent Rights it files and prosecutes under this Section 9.1(b),
        NEUROGEN shall grant WYETH the timely opportunity to prosecute and maintain
        such
        Licensed Patent Rights at WYETH’s expense.

    

     

    (c)  As
      of the
      Effective Date, NEUROGEN shall have the first right, and shall bear the costs,
      to file Patents for additional formulations of Compound or Product including
      sustained release formulations including any continuation or divisional of
      any
      prior Licensed Patent Right, and WYETH shall provide reasonable assistance
      as
      may be requested by NEUROGEN to complete such filings and prosecution for
      Licensed Patent Rights, at NEUROGEN’s expense. NEUROGEN shall provide to WYETH
      copies of all communications sent to and received from any patent office
      pertaining to Licensed Patent Rights being prosecuted under this Section 9.1(c)
      by NEUROGEN including, but not limited to, draft patent applications, filing
      receipts, office actions, responses and/or amendments, and notices of allowance.
      WYETH shall be given reasonable opportunity prior to the earlier of the
      expiration of any shortened statutory period for response or anticipated filing
      to review and comment upon the text of any such communication. In the event
      that
      the Parties, after good faith discussions, cannot agree with respect to any
      decision to be made with respect to the preparation, filing, prosecution and
      maintenance of the Licensed Patent Rights being prosecuted by NEUROGEN under
      this Section 9.1(c) (including decisions relating to interference, opposition,
      revocation, reexamination and similar proceedings related to the Licensed Patent
      Rights), NEUROGEN shall make such decision, provided that such decision shall
      not have a material adverse effect on the scope and/or validity of the Licensed
      Patent Rights. In the event NEUROGEN elects not to prosecute or maintain any
      of
      the Patents it files and prosecutes under this Section 9.1(c), NEUROGEN shall
      grant WYETH the timely opportunity to prosecute and maintain such Licensed
      Patent Rights at WYETH’s expense

     

    9.2  Enforcement
      and Defense.
      

     

    (a)  If
      either
      Party learns of any infringement of Licensed Patent Rights, such Party shall
      promptly notify the other Party of such infringement. NEUROGEN (or its
      Sublicensee) shall have the first right to initiate and prosecute any legal
      action for infringement of Licensed Patent Rights at its own expense and in
      the
      name of NEUROGEN (and, if appropriate, WYETH), or to control the defense of
      any
      declaratory judgment action relating to Licensed Patent Rights. NEUROGEN shall
      inform WYETH if it elects not to exercise such first right within 180 days,
      and
      WYETH thereafter shall have the right either to initiate and prosecute such
      action or to control the defense of such declaratory judgment action at its
      own
      expense in the name of WYETH and, if necessary, in the name of NEUROGEN. Each
      Party shall be entitled to be represented by counsel of its own choice at its
      own expense. 

     

    (b)  For
      any
      such action, if either Party is unable to initiate or prosecute such action
      solely in its own name or if desired to obtain a more effective remedy, the
      other Party will join such action voluntarily and will execute all documents
      necessary to initiate litigation to prosecute and maintain such action with
      the
      other Party’s expenses paid for by the Party bringing such action. In connection
      with any such action, WYETH and NEUROGEN will cooperate fully and will provide
      each other with any information or assistance that either reasonably requests.
      Each Party shall keep the other informed of developments in any
      such action
      or
      proceeding, including, to the extent permissible by law, the consultation and
      approval of any offer related thereto. 

    


    (c)   Any
      recovery obtained by either or both WYETH and NEUROGEN in connection with or
      as
      a result of any action contemplated by this Section, whether by settlement
      or
      otherwise, shall be used to first reimburse the Party bringing such action
      for
      its reasonable attorney’s fees and other expenses in making such recovery.
      Any
      amount that remains after reimbursement of the Party bringing such
      action (“Remaining
      Proceeds”)
      shall
      be used to reimburse the other Party for its reasonable expenses not previously
      reimbursed and incurred as a necessary cost in support of the legal proceedings,
      if any. Finally, the Remaining Proceeds, if any, after reimbursement of the
      expenses described above shall: (i) if NEUROGEN has brought the action NEUROGEN
      shall retain 100% of the Remaining Proceeds but the Remaining Proceeds shall
      be
      treated as Net Sales subject to the payment of royalty to WYETH, and (ii) if
      WYETH has brought the action, WYETH shall retain 100% of the Remaining
      Proceeds.

     

    
      
        
        

      

      
        13

        
        

      

      
        
        

      

    

    (d)  Each
      Party shall inform the other Party of any certification regarding any Patents
      comprising any of the Licensed Patents Rights it has received pursuant to either
      21 U.S.C. §§ 355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV) or its successor provisions
      or any similar provisions in a country in the Territory other than the United
      States. WYETH shall provide to NEUROGEN a copy of such certification within
      five
      (5) days of receipt by WYETH. NEUROGEN’s and WYETH’s rights with respect to the
      initiation and prosecution of any legal action as a result of such certification
      or any recovery obtained as a result of such legal action shall be as defined
      for Patents above; provided, that NEUROGEN shall determine whether to exercise
      its first right to initiate and prosecute any action regarding applicable
      Patents and shall inform WYETH of such decision within ten (10) days of
      NEUROGEN’s receipt of the certification, after which time WYETH shall have the
      right to initiate and prosecute such action.

    


    9.3  
      Patent Term Extensions.
      NEUROGEN
      shall have the first right, and shall bear the costs, to file for or otherwise
      pursue the issuance of each Patent term extension, adjustment or restoration,
      or
      supplementary protection certificate or their equivalents (together with Patent
      term extensions, adjustments and restorations, “Patent
      Term Extensions”)
      for
      Patents comprising the Licensed Patent Rights. NEUROGEN shall provide notice
      to
      WYETH of each such Patent Term Extension obtained giving the date of issue
      and
      patent number for each such Patent. WYETH shall not seek or request
      any Patent Term Extensions on Licensed Patent Rights without the prior written
      consent of NEUROGEN. WYETH shall execute such authorizations and other documents
      and take such other actions as may be reasonably requested by NEUROGEN to obtain
      such Patent Term Extensions, including designation as its agent for such purpose
      as provided in 35 U.S.C. Section 156. The Parties shall cooperate with each
      other in gaining Patent Term Extensions wherever applicable to such Patents
      within the scope of this Agreement.

     

    9.4   Trademark.
      Any
      trademark or tradename for any Product or Compound shall be selected and owned
      by NEUROGEN in the Territory, provided however, that if WYETH and NEUROGEN
      should enter into an agreement pursuant to WYETH’s right of exclusive
      negotiation described above in Article VII, pursuant to which WYETH and NEUROGEN
      co-develop and co-promote a Product, the relevant trademarks would have to
      be
      reasonably mutually acceptable to the Parties; and if WYETH and NEUROGEN enter
      into an agreement

     

    9.5  pursuant
      to WYETH’s right of exclusive negotiation described above, pursuant to which
      WYETH obtains exclusive rights to commercialize a Product, the relevant
      trademarks would be selected and owned by WYETH.

     

    ARTICLE
      X   TERM
      AND TERMINATION 

     

    10.1   Term
      and Expiration.
      This
      Agreement shall be effective as of the Effective Date and, unless earlier
      terminated pursuant to the provisions of this Article 10, shall continue in
      full
      force and effect until the expiration of all Royalty Terms. Upon the expiration
      of the Royalty Term for a Product in a country, WYETH’s licenses granted to
      NEUROGEN herein for that Product in that country shall become fully paid-up,
      royalty-free, exclusive perpetual licenses as provided in Section 6.4(b).
      

     

    10.2  Termination. 

    


    (a)  
      NEUROGEN
      shall be entitled to terminate the Agreement, at will, upon ninety (90) days
      written notice to WYETH.

    


    (b)  
      WYETH
      shall be entitled to terminate the Agreement, in whole or in part, on a
      Product-by-Product or Product formulation-by-Product formulation basis, or
      with
      respect to the entire license granted in the Territory or on a
      country-by-country basis, on sixty (60) days prior written notice, for any
      uncured material breach by NEUROGEN or its Sublicensees, provided,
      however;
      (i) such
      notice shall not be effective if NEUROGEN cures any such existing breach within
      sixty (60) days after receiving notice of such breach from WYETH; (ii) such
      notice shall not be effective if NEUROGEN has commenced and continues diligent
      efforts to cure such breach but more time is reasonably necessary for the cure,
      then for such longer reasonable period of time until the completion of the
      cure
      of the breach but not to exceed a maximum of one hundred eighty (180 ) days;
      (iii) any such
      termination pursuant to this subsection (b) shall be applicable only to the
      country, Product and/or formulation that is the subject of the breach; and
      (iv)
      WYETH’s sole remedy for a breach of NEUROGEN’s obligation to use Commercially
      Reasonable Efforts to market Products in a specific country or region shall
      be a
      termination of the license in such specific country or region.

    
      
        
        

      

      
        14

        
        

      

      
        
        

      

    

    (c)  
      If the
      Agreement is terminated at will by NEUROGEN or terminated by WYETH (in all
      or
      part) due to an uncured material breach by NEUROGEN, all rights granted by
      WYETH
      to NEUROGEN, in the terminated country and for the terminated Product or
      terminated formulation would revert to WYETH, and upon WYETH’s written request,
      NEUROGEN would (i) grant WYETH a royalty-free exclusive license to NEUROGEN
      know-how and patents and trademarks to the extent the know-how, patents and
      trademarks relate exclusively to the Compound, terminated Product or the
      terminated formulation of Product in the terminated country, including the
      transfer of all data, documentation, regulatory filings and registrations,
      and
      full rights therein, free of cost to WYETH; and (ii) to sublicense or assign
      any
      terminated Product-related Third Party agreements to WYETH. In the event
      NEUROGEN elects not to prosecute or maintain any of the NEUROGEN patents and
      trademarks pertaining to the Compound, terminated Product or the terminated
      formulation of Product, NEUROGEN shall grant WYETH the timely opportunity to
      prosecute and maintain such patents and trademarks at WYETH’s
      expense


    
      (d)  Notwithstanding
        anything to the contrary in this Article 10, if any license granted to NEUROGEN
        under this Agreement is terminated, any sublicense under such license granted
        prior to termination of said license shall remain in full force and effect,
        provided
        that:
        (i) the
        Sublicensee is not then in breach of its sublicense agreement; (ii) the
        Sublicensee agrees to be bound to WYETH as the licensor under the terms and
        conditions of the applicable sublicense agreement, as modified by the provisions
        of this Section 10.2(d);
        (iii)
        the Sublicensee, at WYETH’s written request, assumes in a signed writing, the
        same obligations to WYETH as those assumed by NEUROGEN under the terms of
        this
        Agreement; and (iv) WYETH shall have the right to receive any payments payable
        to NEUROGEN under such sublicense agreement to the extent they are reasonably
        and equitably attributable to such Sublicensee’s rights under such sublicense to
        use and exploit Licensed Patent Rights and Licensed Know-How.



    

    10.3  Effect
      of Expiration or Termination.
      Expiration or termination of this Agreement shall not relieve the Parties of
      any
      obligations accruing prior to such expiration or termination, including payment
      obligations. Except as otherwise specifically provided above, all of the
      Parties’ rights and obligations under the provisions of Section 2.2, Article V,
      Section 6.4 (b) and Article XI shall survive the termination or expiration
      of
      the Agreement. 

      

    10.4  Remedies.
      In the
      event of any breach of any provision of this Agreement, in addition to the
      termination rights set forth herein, unless otherwise set forth herein each
      Party shall have all other rights and remedies at law or in equity to enforce
      this Agreement. 

    


    10.5  [****]

     

    ARTICLE
      XI   INDEMNIFICATION


    
       

      11.1   Mutual
        Indemnification.
        Each
        Party shall defend, indemnify and hold the other Party and its Affiliates,
        and
        their respective directors, officers, employees and agents, harmless from
        and
        against any and all liabilities, losses, damages, settlements, claims, actions,
        suits, penalties, fines, costs or expenses (including reasonable attorneys’ fees
        and other expenses of litigation actually incurred) arising out of any claim,
        lawsuit, demand, assessment, proceeding or action (“Claim”)
        brought by a Third Party (any of the foregoing, a “Loss”)
        arising out of or resulting from:

      


      (a)  
        the
        gross negligence, recklessness or intentional acts or omissions of the
        indemnifying Party and its Affiliates, and their respective directors, officers,
        employees and agents with respect to this Agreement and the transactions
        contemplated hereby; 

      


      (b)  
        any
        breach of any representation or warranty made by the indemnifying Party
        hereunder; and

      


      (c)  Any
        breach or violation of any covenant in or pursuant to this
        Agreement.

       

      11.2   Products
        Liability.

         

        [***]
          Confidential
          treatment requested by Neurogen Corporation. 

         

        
          
            
            

          

          
            15

            
            

          

          
            
            

          

        

      

      (a)  NEUROGEN
        shall indemnify and hold harmless WYETH and its Affiliates and their respective
        directors, officers, employees and agents, from, against and in respect of
        any
        and all liabilities, losses, damages, settlements, claims, actions, suits,
        penalties, fees, costs or expenses (including reasonable attorney’s fees and
        other expenses of litigation actually incurred) involving a Third Party products
        liability claim or action directly or indirectly relating to development
        performed by or on behalf of NEUROGEN, commercialization, manufacturing,
        use,
        offer for sale or sale of any Compound or Product in the Territory.

      


      (b)  WYETH
        shall indemnify and hold harmless NEUROGEN and its Affiliates and their
        respective directors, officers, employees and agents, from, against and in
        respect of any and all liabilities, losses, damages, settlements, claims,
        actions, suits, penalties, fees, costs or expenses (including reasonable
        attorney’s fees and other expenses of litigation actually incurred) involving a
        Third Party products liability claim or action directly or indirectly relating
        to development, clinical trials or other work performed by or on behalf of
        WYETH
        of any Compound or Product in the Territory prior to the Effective Date.
        

       

      11.3  [****]

      


      11.4  Notice
        of Claim.
        Upon
        receipt of notice of any Claim which may give rise to a right of indemnity
        from
        the other Party hereto, the Party seeking indemnification (the “Indemnified
        Party”)
        shall
        give written notice thereof to the other Party (the “Indemnifying
        Party”)
        with a
        Claim for indemnity. Such Claim for indemnity shall indicate the nature of
        the
        Claim and the basis therefor. Promptly after a claim is made for which the
        Indemnified Party seeks indemnity, the Indemnified Party shall permit the
        Indemnifying Party, at its option and expense, to assume the complete defense
        of
        such Claim, provided that (i) the Indemnified Party will have the right to
        participate in the defense of any such Claim at its own cost and expense,
        (ii)
        the Indemnifying Party will conduct the defense of any such Claim with due
        regard for the business interests and potential related liabilities of the
        Indemnified Party, and (iii) the Indemnifying Party will not agree to any
        settlement that would admit liability on the part of the Indemnified Party
        or
        involve relief other than payment of money, without the approval of the
        Indemnified Party, such consent not to be unreasonably withheld; and provided,
        further, that if it is reasonably likely that the Parties may have conflicting
        interests or if it is otherwise not advisable under applicable legal and
        ethical
        requirements for the Indemnifying Party’s defense counsel to represent both
        Parties, separate independent counsel shall be retained for each Party at
        the
        Indemnifying Party’s expense. The Indemnified Party shall have the right, at its
        election, to release and hold harmless the Indemnifying Party from its
        obligations hereunder with respect to such Claim and assume the complete
        defense
        of the same in return for payment by the Indemnifying Party to the Indemnified
        Party of the amount of the Indemnifying Party’s settlement offer. The
        Indemnifying Party will not, in defense of any such Claim, except with the
        consent of the Indemnified Party, consent to the entry of any judgment or
        enter
        into any settlement which does not include, as an unconditional term thereof,
        the giving by the claimant or plaintiff to the Indemnified Party of a release
        from all liability in respect thereof. After notice to the Indemnified Party
        of
        the Indemnifying Party’s election to assume the defense of such Claim, the
        Indemnifying Party shall be liable to the Indemnified Party for such legal
        or
        other expenses subsequently incurred by the Indemnified Party in connection
        with
        the defense thereof at the request of the Indemnifying Party. As to those
        Claims
        with respect to which the Indemnifying Party does not elect to assume control
        of
        the defense, the Indemnified Party will afford the Indemnifying Party an
        opportunity to participate in such defense at the Indemnifying Party’s own cost
        and expense, and will not settle or otherwise dispose of any of the same
        without
        the consent of the Indemnifying Party, such consent not to be unreasonably
        withheld.


    

    ARTICLE
      XII  
      ADDITIONAL TERMS

     

    12.1  Consequential
      Damages.
      IN NO
      EVENT SHALL EITHER PARTY OR THEIR AFFILIATES BE LIABLE FOR SPECIAL, PUNITIVE,
      INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT
      OR ANY OTHER LEGAL THEORY AND IRRESPECTIVE OF WHETHER SUCH PARTY HAS BEEN
      ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE; PROVIDED, THAT THIS
      LIMITATION SHALL NOT LIMIT THE INDEMNIFICATION OBLIGATION OF SUCH PARTY UNDER
      THE PROVISIONS OF ARTICLE XI FOR SUCH DAMAGES CLAIMED BY A THIRD
      PARTY.

      

    12.2  Assignment.
      
       

      [***]
        Confidential
        treatment requested by Neurogen Corporation. 

       

      
        
          
          

        

        
          16

          
          

        

        
          
          

        

      

    

    (a)  
      Except
      as provided in this Section, neither Party shall have the right to assign or
      otherwise transfer this Agreement, nor any of its rights hereunder, nor delegate
      any of its obligations hereunder, without the prior written consent of the
      other
      Party which consent shall not be unreasonably withheld.

    


    (b)  
      Either
      Party may assign this Agreement and its rights and obligations hereunder to
      one
      or more of its Affiliates, or to a Third Party in connection with a sale of
      all
      or substantially all of the Party’s assets, voting stock or securities or
      business relating to this Agreement or a merger, reorganization or
      consolidation; provided, that the provisions of Section 10.5 shall apply to
      such
      an assignment by Wyeth to a Third Party that controls rights to a dopamine
      agonist in a Phase III clinical trial or a similar or subsequent stage of
      development or commercialization. 

    


    (c)  
      This
      Agreement shall be binding upon and inure to the benefit of the Parties hereto
      and each of their successors and permitted assigns. Any attempted or purported
      assignment in violation of this Section 12.2 shall be void. 

     

    12.3   Force
      Majeure.
      Neither
      Party shall be held liable or responsible to the other Party nor be deemed
      to
      have defaulted under or breached this Agreement for failure or delay in
      fulfilling or performing any term of this Agreement when such failure or delay
      is caused by or results from causes beyond the reasonable control of the
      affected Party including fire, floods, mudslides, earthquakes, embargoes, war,
      acts of war (whether war be declared or not), insurrections, riots, civil
      commotions, strikes, lockouts or other labor disturbances, acts of God or acts,
      omissions or delays in acting by any governmental authority or the other Party,
      or any other events or circumstances beyond the reasonable control of the Party
      claiming force majeure.
      The affected Party shall notify the other Party of such force majeure
      circumstances as soon as reasonably practicable, and shall promptly undertake
      all reasonable efforts necessary to cure such force majeure
      circumstances.

    


    12.4   Severability.
      If one
      or more of the provisions contained in this Agreement are held invalid, illegal
      or unenforceable in any respect, the validity, legality and enforceability
      of
      the remaining provisions shall not be affected or impaired, unless the absence
      of the invalidated provision(s) adversely affects the substantive rights of
      the
      Parties. The Parties shall in such case use their best efforts to replace the
      invalid, illegal or unenforceable provision(s) with valid, legal and enforceable
      provision(s) which, insofar as practical, implement the purposes of this
      Agreement. 

     

    12.5  Publicity/Use
      of Names.
      Neither
      Party may use the names of the other Party or those of its Affiliates,
      Sublicensees, employees, agents or consultants or any of their trademarks,
      trade
      names, logos or symbols without the prior written consent of the other Party.
      

     

    12.6  Notices.
      All
      notices or other communications which are required or permitted hereunder shall
      be in writing and sufficient if delivered personally, sent by telecopier (and
      promptly confirmed by personal delivery, registered or certified mail or
      overnight courier), sent by nationally recognized overnight courier or sent
      by
      registered or certified mail, postage prepaid, return receipt requested,
      addressed as follows: 

     

    if
      to 

    NEUROGEN:
          

    at
      the
      address set out for NEUROGEN on page 1 

    Attn:
      President, Chief Executive Officer

     

    Facsimile
      No.:
      203-483-8651

    


    with
      copy
      to:  Legal
      Department 

    Facsimile
      No: 203-488-4710

         

    
      
        
        

      

      
        17

        
        

      

      
        
        

      

    

    if
      to WYETH:    

    


    500
      Arcola Road

    Collegeville,
      Pennsylvania 19426

    Attn:
      Senior Vice President, Corporate Development

    Facsimile
      No.: 484-865-6476

        

    Wyeth

    5
      Giralda
      Farms

    Madison,
      New Jersey 07940

    Attn:
      General Counsel

        

    with
      copy
      to:   

    Facsimile
      No: (973) 660-7156

     

    or
      to
      such other address as the Party to whom notice is to be given may have furnished
      to the other
      Party in writing in accordance herewith. Any such communication shall be deemed
      to have been given when delivered if personally delivered or sent by telecopier
      on a business day, on the business day after dispatch if sent by nationally
      recognized overnight courier and on the fifth business day following the date
      of
      mailing if sent by mail. 

     

    12.7  Applicable
      Law and Jurisdiction.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware without reference to any rules of conflict of laws that would
      require the application of the laws of a different jurisdiction. The Parties
      irrevocably submit to the jurisdiction of any Delaware State or Federal Court
      sitting in the State of Delaware over any suit, action or proceeding arising
      out
      of or relating to this Agreement that are not otherwise covered by Section
      12.8.
      The Parties waive any objection which they may now or hereafter have to the
      venue of any such suit, action or proceeding brought in such court and any
      claim
      that any such suit, action or proceeding brought in such a court has been
      brought in an inconvenient forum. The Parties agree that a final judgment in
      any
      such suit, action, or proceeding brought in such a court shall be conclusive
      and
      binding on the Parties, and may be enforced in any court of the jurisdiction
      of
      which any Party is or may be subject by a suit upon such judgment; provided
      that
      service of process is effected upon the Party as permitted by applicable law.
      

     

    12.8  Dispute
      Resolution. 

    


    (a)  
      The
      Parties recognize that a bona fide dispute as to certain matters may from time
      to time arise during the term of this Agreement that relate to a party’s rights
      or obligations hereunder. In the event of the occurrence of any dispute arising
      out of or relating to this Agreement, either party may, by written notice to
      the
      other, have such dispute referred to its respective officer designated below
      or
      their successors, for attempted resolution by good faith negotiations within
      thirty (30) days after such notice is received. Said designated officers are
      as
      follows:

    


    For
      NEUROGEN: Chief Executive Officer or Executive Vice President

    


    For
      WYETH: Senior Vice President, Wyeth Pharmaceuticals

    


    (b)  
      If they
      are unable to resolve the dispute by executive mediation within such sixty
      (60)
      day period, then WYETH or NEUROGEN, as the case may be, may pursue whatever
      measures legally available to resolve the dispute.

    
      
        
        

      

      
        18

        
        

      

      
        
        

      

    

    (c)  The
      executive mediation process described above in (a) and (b) shall toll any
      applicable statute of limitation that would expire during the mediation process
      for any claim. The executive mediation process described above in (a) and (b)
      shall not apply in the event either Party seeks immediate injunctive or other
      emergency relief.

     

    12.9  Entire
      Agreement.
      This
      Agreement contains the entire understanding of the Parties with respect to
      the
      subject matter hereof. All express or implied agreements and understandings,
      either oral or written, heretofore made relating to the subject matter hereof
      are expressly superceded. This Agreement may be amended, or any term hereof
      modified, only by a written instrument duly executed by both Parties. 
       

      12.10 Headings.
        The
        captions to the Articles, Sections and Subsections of this Agreement are
        not a
        part of the Agreement, but are merely guides or labels to assist in locating
        and
        reading the Articles, Sections and Subsections. 

    

     

    12.11  Independent
      Contractors.
      NEUROGEN
      and WYETH shall be independent contractors and the relationship between them
      shall not constitute a partnership, joint venture or agency. Neither Party
      shall
      have the authority to make any statements, representations or commitments of
      any
      kind, or to take any action, which shall be binding on the other, without the
      prior written consent of the other Party. 

     

    12.12  Waiver.
      The
      waiver by a Party of any right under this Agreement or of the other Party’s
      failure to perform or breach shall not be a waiver of any other right, failure
      or breach whether of a similar nature or otherwise. 

     

    12.13   Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

    


    [Remainder
      of page intentionally left blank - signature pages to
      follow]

     

    
      
        
        

      

      
        19

        
        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      Parties have executed this Agreement as of its Effective Date. 

    


    
      	
              WYETH,
                acting through its

              WYETH
                PHARMACEUTICALS DIVISION

            	 	
              NEUROGEN
                CORPORATION

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Ronald W. Alice

            	 	
              By:

            	
              /s/
                William Koster

            
	 	
              Name:

            	
              Ronald
                W. Alice

            	 	 	
              Name:

            	
              William
                Koster

            
	 	
              Title:

            	
              Vice
                President

            	 	 	
              Title:

            	
              President
                and CEO

            
	 	 	 	 	 
	 	
              November
                16, 2006

            	 	 	
              November
                21, 2006

            
	 	
              Date

            	 	 	
              Date

            


    

     

    20

    


    


    .