Exhibit 10.22


 


CONFIDENTIAL TREATMENT REQUESTED:


 


Portions of this Exhibit have
been redacted pursuant to a request for confidential treatment under Rule 24b-2
of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended.  Such redacted portions have been replaced with “{***}” in this Exhibit.  An unredacted version of this document has
been filed separately with the Securities and Exchange Commission along with
the request for confidential treatment.


 


29th October, 2002


 


Stephen
Jones

Lifehealth Limited

23 Winkfield Road

Windsor

Berkshire

SL4 4BA


 


Dear
Stephen,


 


ISOMERIC
DEVELOPMENTS OF TETRABENAZINE


 


I
thought it would be useful for both of us to have recorded in writing our
agreement reached on 4 July concerning the participation of Lifehealth in
the proposed isomeric developments of tetrabenazine. As you know, there were
two proposed isomeric developments that we discussed. The first was the
development of the isomers of the trans form of
tetrabenazine and the second involved the development of the isomers of
dihydrotetrabenazine derived from the cis form of
tetrabenazine.


 


The
isomers of the trans form of tetrabenazine


 


It
was agreed that Lifehealth and Cambridge would {***}† the costs of this
development. We will obviously keep you fully apprised of all aspects of this
development as we progress and we welcome your input and approval on the
direction and costs of that development. This development will constitute an “Improvement”
pursuant to our existing licence agreement and as a result, the intellectual
property rights will be jointly owned by Lifehealth and Cambridge and all other
restrictions regarding licensing of those rights set forth in the various
clauses of our agreement will apply.


 


Development
of the isomers of dihydrotetrabenazine resulting from the cis
form of tetrabenazine


 


When
we discussed this at the meeting on 4 July, you expressed the view that
Lifehealth did not want to be involved, at this stage, in this development and
did not want to share with Cambridge 


 






† Represents
material which has been redacted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.


 

















 


any
costs of the development. You also said that you and Lifehealth had no
objections to Cambridge pursuing that development at its own cost. We have
decided that we will continue with that development. Cambridge will bear all
costs of this development and we have already put in place accounting measures
to separate the costs of this project from those associated with the “trans”
project. We would also like to confirm that, as this development will fall
outside the licence agreement, Cambridge will own all intellectual property
rights arising from this development.


 

















 


I
would be grateful if you could confirm your agreement to the above by return
letter.


 


Very
best wishes,


 


Yours
sincerely,


 


	
  /s/
  MARK EVANS

  	
   

  
	
   

  	
   

  
	
  MARK
  EVANS

  	
   

  



 


 


	
   

  	
  I hereby confirm my agreement to the above

  
	
   

  	
   

  
	
   

  	
  /s/ STEPHEN JONES

  	
  1/11/02

  
	
   

  	
   

  
	
   

  	
  FOR
  LIFEHEALTH LTD