EX-10.14



 Exhibit 10.14 
  





 
  

			
	 Synosia Therapeutics, Inc.
 601 Gateway
Boulevard, Suite 1200
 South San Francisco, CA 94080
 USA

 
 Attention: Chief Executive Officer
		 Synosia Therapeutics AG
 Aeschenvorstadt
36
 4051 Basel
 Switzerland

 
 Attention: Chief Business Officer

		
			 cc:    Cooley Godward Kronish LLP

4401 Eastgate Mall
 San
Diego, CA 92121
 USA
  

Attention: Thomas A. Coll, Esq.


 14 January 2009 
  

	Re:	Amended and Restated License Agreement 

 Gentlemen: 

Reference is made to the Amended and Restated License Agreement (“License Agreement”) dated December 10, 2008 by and between Roche Palo Alto
LLC, Hoffmann-La Roche Inc. and F.Hoffmann-La Roche Ltd (collectively, “Roche”), and Synosia Therapeutics, Inc. and Synosia Therapeutics AG (collectively, “Synosia”). Capitalized terms used
but not otherwise defined in this letter agreement shall have the meanings provided in the License Agreement. 
 Under Section 3.2 of the License
Agreement, Roche has certain negotiation rights related to Tier 2 Products. Synosia has expressed its desire to obtain a development and/or commercialization partner for Tier 2 Products containing the Program Compound known as “RO 4494351 /
R1576 / A2a(3)” or “SYN115” (hereinafter, “SYN115”) and wants to avoid potential delays and disruptions in its partnering discussions with Third Parties that could result from Roche’s exercise of its negotiation rights
under Section 3.2. 
 Roche desires Synosia to consider Roche as one of the candidates for a development and/or commercialization partnership, and in
exchange for such consideration is willing to waive its rights with respect to Tier 2 Products containing SYN115 under Section 3.2 of the License Agreement. Accordingly, effective upon execution of this letter agreement by all parties, Roche
and Synosia, intending to be legally bound, agree as follows: 

  

							
	Hoffmann-La Roche Inc.		340 Kingsland Street				
			Nutley, New Jersey 07110-1199		 	1/3	  










 



 
  


	1.	Roche hereby irrevocably waives its rights with respect to Tier 2 Products containing SYN115 under Section 3.2 of the License Agreement. 


 

	2.	Synosia shall supply Roche with equal access to any information or data provided to any Third Party partner candidate with respect to such Tier 2 Products. 


 

	3.	For clarification, Roche is not waiving its right to receive the license maintenance fee of Section 4.2(a) of the License Agreement, and Synosia hereby agrees to pay the license maintenance fee pursuant to
Section 4.2(a) of the License Agreement when due. 

  

	4.	This letter agreement may be executed in two or more counterparts, each of which shall be deemed an original document, and all of which, together with this writing, shall be deemed one instrument. 


 

	5.	The License Agreement (including the Exhibits thereto), as expressly amended by this letter agreement, together with the Solvias Agreement, are both a final expression of the parties’ agreement and a complete and
exclusive statement with respect to all of its terms. Except as specifically amended by this letter agreement, the License Agreement shall remain in full force and effect in accordance with its terms. 


Please indicate your acceptance of these terms by signing in the space provided below. 

Sincerely, 
  

															
	HOFFMANN-LA ROCHE INC.				 Apprv’d As To Form

LAW DEPT.
				ROCHE PALO ALTO LLC
						
	 /s/ James A. Dougherty
				By		 KG
				 /s/ Kevin A. Marks

	Name:		James A. Dougherty		        				                                		        		Name:		Kevin A. Marks
	Title:		 Nutley Site Head
 Pharma Partnering
										Title:		Vice President
	Date:		20-JAN-09										Date:		1/27/09
						
	F.HOFFMAN-LA ROCHE LTD										F.HOFFMAN-LA ROCHE LTD
						
	 /s/ Robin Breckenridge
										 /s/ Stefan Arnold

	Name:		Dr. Robin Breckenridge										Name:		Stefan Arnold
	Title:		 Pharma Partnering Site
 Head Basle
										Title:		Head Corporate Law Pharma
													Date:		21.1.2009
	Date:		21.1.2009												

 [Synosia signature pages follow] 

  
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 AGREED TO AND ACCEPTED BY: 
  

									
	SYNOSIA THERAPEUTICS AG				SYNOSIA THERAPEUTICS AG
					
	Name:		Anthony Blane				Name:		Uwe Meya
	Title:		Chief Business Officer				Title:		VP Clinical Research & Development
					
	Date:		10 Feb 09				Date:		10 Feb 2009
				
	SYNOSIA THERAPEUTICS, INC.						
					
	Name:		Ian J. Massey						
	Title:		President & CEO						
					
	Date:		Feb 10, 2009						


  
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