Amendment dated 12/16/03 to the Collaboration Research Agreement



 Exhibit 10.77 
  
 CONFIDENTIAL PORTIONS OMITTED PURSUANT TO RULE 24b-2 OF THE 
 SECURITIES EXCHANGE ACT OF 1934 
  
 RESTATED AMENDMENT N°2 TO THE  
 COLLABORATION RESEARCH 
 AGREEMENT REFERENCED  
 N°001009/MCM/FP 
  
 This Amendment entered into as of December
16th, 2003 (the “Effective Date”) is made between : 
  
 CORTEX PHARMACEUTICALS Inc 
 Having its principal office at 
 15241 Barranca Parkway 
 Irvine, California 
 USA 
  
 (hereinafter “Cortex”) 
  
                                        
                                        
           on one part, 
  
 AND 
  
 INSTITUT DE RECHERCHES INTERNATIONALES SERVIER 

A corporation duly organized and registered under the laws of France 
 Having its principal office at 
 6 Place des Pléiades 
 92415 Courbevoie cedex 
 France 
  
 (hereinafter “IRIS”) 
  
 and 
  
 LES LABORATOIRES SERVIER

 A corporation duly organized and registered under the laws of France 
 Having its principal office at 
 22 Rue Garnier 
 92200
Neuilly Sur Seine 
 France 
  
 (hereinafter “LLS”) 
  
 IRIS et LLS are hereinafter collectively referred to as “Servier”. 
  
                                        
                                        
           on the other part, 
  

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 R E C I T A L S 
  

	 	A.	CORTEX, IRIS and ADIR ET COMPAGNIE have entered into as October 13th, 2000 a Collaboration Research Agreement referenced 001009/MCM/FP (hereinafter the
“Agreement”). 

  

	 	B.	ADIR ET COMPAGNIE has been merged into LLS. 

  

	 	C.	By a letter dated October 3rd, 2002 the Parties have
amended the Agreement in order to provide further research funding and extend the definition of the Field of Article 1.10 to the use of Ampakines for the treatment of anxiety disorder.


  

	 	D.	The initial term of the Research Phase was for a period of three years from its commencement as stated in article 3.1 of the Agreement. The parties acknowledge that such
commencement was December 7, 2000. 

  

	 	E.	The Parties hereto wish to extend the duration of the Agreement and further amend the Agreement. 

  
 NOW, THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS : 
  

	 	1.	The term of the Research Phase is extended from December 7, 2003 for a new period of two (2) years and shall thereafter continue on annual basis unless either Party gives notice or
termination of the Research Phase at least six (6) months prior to the expiration of the above two (2) year period or any one (1) year extension term. 

  
 Notwithstanding the above either party shall be entitled to terminate this Agreement by giving notice of termination to the
other party six (6) months prior to the end of the first year of reconduction. 
  

	 	2.	For reminder since October 3rd, 2002 Article
1.10 is amended as follows : 

  
 “Field shall mean the use of AMPAKINES for the treatment of (i) declines in cognitive or performance associated with aging, and (ii) neurodegenerative diseases, including such as but not limited to Alzheimer’s
disease, Parkinson’s disease, multiple sclerosis and Amyotrophic Lateral Sclerosis, and (iii) anxiety disorders. Without limitation, the Field specifically excludes the treatment of traumatic brain injury, stroke, spinal cord injury,
ischemic conditions or injuries and all other psychiatric conditions other than specified herein.” 
  

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	 	3.	The new Research Plan is attached hereto as appendix I. 

  

	 	4.	The reconduction period is subject to the payment by SERVIER of 528,750 USD (five hundred and twenty eight thousand seven hundred and fifty USD) per quarter during such period of
reconduction, such amount to be adjusted at the beginning of each year, commencing January 2004, in accordance with article 6.2 of the Agreement. 

  


	 	5.	Each party recognizes that ownership of any and all results patentable or not arising out of or in connection with the studies defined in Appendix II hereto are in accordance with
article 2.3 and 7.1.1 of the Agreement. 

  

	 	6.	Any and all other terms and conditions defined in the Agreement non amended or modified hereby shall remain in full force and effect. 

  
 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first set forth above. 
  

					
	CORTEX PHARMACEUTICALS Inc.	 	 	 	                INSTITUT DE RECHERCHES
			
	 	 	 	 	                INTERNATIONALES SERVIER
			
	 By :     /s/ Roger Stoll

	 	 	 	                 By : /s/
Laurent Perret


			
	 Name : Roger STOLL, Ph. D.
	 	 	 	                 Name : Dr. Laurent
PERRET

			
	 Title : Chief Executive Officer
	 	 	 	                 Title : President
R&D


  

	
	 LES LABORATOIRES SERVIER
	
	  /s/ Marc Milward


	
	  By : Marc MILWARD

	
	  Title : Proxy



  

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 APPENDIX I 
  

RESEARCH PLAN 
  
  


	*	[PAGES 1 THROUGH 4 OMITTED AND FILED SEPARATELY WITH THE COMMISSION] 








 APPENDIX II 
  
 SERVIER’S STUDIES 
  
  


	*	[PAGES 1 THROUGH 4 OMITTED AND FILED SEPARATELY WITH THE COMMISSION]