EX-10.17



 Exhibit 10.17 

CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER 

THE SECURITIES ACT OF 1933, AS AMENDED. 

[*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT 

REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL 

HAS BEEN FILED SEPARATELY WITH THE COMMISSION. 

September 11, 2012 
  

					
	 F.Hoffmann-La Roche Ltd
 Grenzacherstrasse
124
 CH-4070 Basel
 Switzerland

Attn: Corporate Law
 Fax: [*****]
		 cc: Hoffmann-La Roche Inc.

340 Kingsland Street

Nutley, NJ 07110
 USA

Attn: Corporate Secretary

Fax: [*****]
		 cc: Roche Palo Alto LLC

3431 Hillview Avenue
 Palo
Alto, CA 94304
 USA

Attn: General Counsel

Fax: [*****]


 Re: 4th Letter Agreement (“4th Letter”) 
 Gentlemen: 

Reference is made to the Amended and Restated License Agreement (the “ARLA”) 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. (now Biotie Therapies, Inc.) and Synosia Therapeutics AG (now Biotie Therapies AG)
(collectively, “Synosia”, now “Biotie”), as further modified by the Letter Agreement effective February 10, 2009 (“1st
Letter”), the Letter Agreement dated October 20, 2009 (“2nd Letter”), the Letter Agreement dated May 7, 2010
(“3rd Letter”), and the June 16, 2010 letter that was superseded by the August 2, 2010 (“Tri-Partite Letter”).
Capitalized terms used but not otherwise defined in this Letter shall have the meanings provided in the ARLA. 
 This 4th Letter, effective upon execution by all parties, will confirm the understanding of Biotie and Roche regarding the following matters. 

Biotie and Roche, intending to be legally bound, hereby agree as follows: 

Paragraph 5(b) of the 2nd Letter shall be deleted and replaced with the following new paragraph 5(b):

  

	 	(b)	Exercise of the Tier 2 and Tier 3 Field Expansion Option 

  

	 	(i)	The Tier 2 and Tier 3 Field Expansion Option, if timely obtained by Synosia In accordance with paragraph 5(a) hereof, shall be exercisable by Synosia at any time on or before April 30, 2013 upon written notice to
Roche and payment to Roche of [*****]. 

  

	 	(ii)	Effective upon (i) exercise of the Tier 2 and Tier 3 Field Expansion Option in accordance with paragraph 5(b)(i) above and notwithstanding Section 1.19(b), (c), (d) or (e) of the ARLA to the
contrary, the Tier 2 and Tier 3 Field shall, without further action on the part of Synosia or Roche, be the Expanded Tier 2 and Tier 3 Field. 


For clarification, all references to Synosia In this new paragraph 5(b) of the 2nd Letter shall be deemed
to refer to Biotie as defined in this 4th Letter. 
 This
4th Letter 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.









  
 CONFIDENTIAL TREATMENT
REQUESTED UNDER RULE 406 UNDER 
 THE SECURITIES ACT OF 1933, AS AMENDED. 

[*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT 

REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL 

HAS BEEN FILED SEPARATELY WITH THE COMMISSION. 

F.Hoffmann-La Roche Ltd 
 Page 2 of 2 

 

 The ARLA (including the Exhibits thereto), as expressly amended by the 1st Letter, 2nd Letter, 3rd Letter, Tri-Partite Letter and this 4th Letter together with the Solvias Agreement, are both a final expression of the parties’ agreement and a complete and exclusive statement with respect to the subject matter thereof. Except as
specifically amended by this 4th Letter, the ARLA, as previously amended, 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, 
  

			
	BIOTIE THERAPIES INC.
		
	By:		 /s/ Ian J. Massey

	Name:		 Ian J. Massey

	Title:		 COO

	Date:		 Sept. 11, 2012


 Agreed to and accepted as of the date set forth on the first page of this Letter: 

 

									
	F.HOFFMAN-LA ROCHE LTD				HOFFMAN-LA ROCHE INC.
					
	By:		 /s/ Christopher Carissimo
				By:		 /s/ Joseph S. McCracken

	Name:		 Christopher Carissimo
				Name:		 Joseph S. McCracken

	Title:		 Global Licensing Director
				Title:		 Vice President

	Date:		 Sept. 12, 2012
				Date:		 September 11, 2012

				
							ROCHE PALO ALTO LLC
					
	By:		 /s/ Stefan Arnold
				By:		 /s/ Fredrick C. Kentz, III

	Name:		 Stefan Arnold
				Name:		 Fredrick C. Kentz, III

	Title:		 Head Legal Pharma
				Title:		 Vice President

	Date:		 Sept. 12, 2012
				Date:		  


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