EX-10.2





 Exhibit 10.2 

Execution Copy 
 FIRST AMENDMENT
- RESEARCH COLLABORATION AND LICENSE AGREEMENT 
 BIONOMICS LIMITED 

MERCK SHARP & DOHME CORP. 

Johnson Winter & Slattery 

LAWYERS 
 Level 9, 211 Victoria
Square 
 ADELAIDE SA 5000 
 T +61
8 8239 7111 | F +61 8 8239 7100 
 www.jws.com.au 

SYDNEY | PERTH | MELBOURNE | BRISBANE | ADELAIDE 

Liability limited by a scheme approved under Professional Standards Legislation (Australia-wide except in Tasmania) 












 FIRST AMENDMENT - RESEARCH COLLABORATION AND LICENSE AGREEMENT 

DATE October 2, 2015 
 PARTIES 

 

	1	 BIONOMICS LIMITED ABN 53 075 582 740 of 31 Dalgleish Street, Thebarton, South Australia, 5031,
Australia, a corporation organised and existing under the laws of Australia (Bionomics); and 


  

	2	 MERCK SHARP & DOHME CORP., a corporation organised and existing under the laws of New Jersey,
United States (Merck). 


 RECITALS 
  

	A	 The Parties are parties to the ‘‘Research Collaboration and License Agreement” with an
effective date of 26 June 2014. 


  

	B	 The Parties have agreed to vary the terms of the Research Collaboration and License Agreement as set out
in this First Amendment. 


 OPERATIVE PART 
  

	1	 DEFINITIONS AND INTERPRETATION 



 

	1.1	 Definitions 



In this First Amendment: 

Business Day means a day other than a Saturday, Sunday or public holiday in Adelaide, South Australia. 

Parties means Merck and Bionomics. 

Research Collaboration and License Agreement has the meaning given to it in Recital A. 

 

	2	 AMENDMENT 


  

	2.1	 Deletion of clause 5.3.1(a) 



The Parties agree that clause 5.3.1(a) of the Research Collaboration and License Agreement is deleted in its entirety and replaced with
“Not used”. 

  
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	3	 CONFIRMATION OF TERMS OF THE RESEARCH COLLABORATION AND LICENSE AGREEMENT 



The Parties: 
  

	 	(a)	 ratify and confirm the Research Collaboration and License Agreement as amended by this First Amendment; and



  

	 	(b)	 acknowledge and agree that in all other respect the terms and conditions of the Research Collaboration and
License Agreement are hereby affirmed. 


  

	4	 COSTS 



Each Party will bear its own costs in relation to the negotiation, preparation and execution of this First Amendment and any further document
required. 
  

	5	 MISCELLANEOUS 



 

	5.1	 About This First Amendment 



 

	 	(a)	 This First Amendment, shall be deemed to be incorporated in and made part of the Research Collaboration and
License Agreement and this First Amendment shall be read, taken and construed as one and the same agreement (including with respect to the provisions set forth in Article 9 (Miscellaneous) of the Research Collaboration and License Agreement which
shall, as applicable, be deemed to apply to this First Amendment (including with respect to the governing law)). Except as expressly amended by this First Amendment the Research Collaboration and License Agreement shall remain in full force and
effect according to its terms. 


  

	 	(b)	 The Research Collaboration and License Agreement, as amended by this First Amendment, shall constitute the
entire agreement, and supersedes all prior contracts, obligations, representations, conduct and understandings. The agreement recorded in this First Amendment is immediately enforceable, subject to its own express terms. The Parties have not relied
on any promise, representation or conduct in deciding whether to enter into this First Amendment, other than as expressly set out in this First Amendment. 


  

	 	(c)	 This First Amendment may be executed in any number of counterparts, and by the Parties in separate
counterparts, but is not effective until each party has executed at least one counterpart. 


  

	 	(d)	 Each counterpart of this First Amendment constitutes an original of this First Amendment but the counterparts
together constitute one and the same instrument. 



  
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	 	(e)	 This First Amendment may be executed by facsimile, PDF format by e-mail
or other electronically transmitted signature and such signatures shall be deemed to bind each Party hereto as if they were original signatures. 


  

	5.2	 Further Acts 



The Parties must do all things reasonably required to facilitate the performance of the transactions contemplated by this First Amendment. 

IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed by their respective duly authorized officers as
of the date first written above. 
  

							
	 EXECUTED by BIONOMICS
	  	 	)	 	  	
	 LIMITED
	  	 	)	 	  	
		  	 
	)
	 
	  	
		  	 	)	 	  	

  

					
			
	/s/ Deborah Rathjen	 		 	/s/ Jack Moschakis
	Director	 		 	Director/Secretary
			
	Deborah Rathjen	 		 	Jack Moschakis
	Name	 		 	Name
	(BLOCK LETTERS)	 		 	(BLOCK LETTERS)


  
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	EXECUTED by MERCK SHARP &	  	 	)	 	  	
	DOHME CORP.	  	 	)	 	  	
		  	 	)	 	  	
		  	 	)	 	  	

  

			
	 [***]

	 Signature of Authorised Person

	
	 [***]

	 Office Held

	
	 [***]

	 Name of Authorised Person

	 (BLOCK LETTERS)