Collaborative Research Agreement

Exhibit 10.2



CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk ("[*****]") to denote where omissions have been made. The confidential material has been filed separately with the Securities and Exchange Commission.



AMENDMENT TO COLLABORATIVE RESEARCH AGREEMENT



This Agreement is made the 19th day of June 2008.



BETWEEN



(1) MEDICAL RESEARCH COUNCIL TECHNOLOGY whose principal office is situated at 1-3 Burtonhole Lane, Mill Hill, London NW7 lAD, UK (hereinafter called "MRCT").



AND



(2) INTELLECT NEUROSCENCES, INC. whose principal place of business is situated at 7 West 19 th Street, New York, NY 10011, USA (hereinafter called "Intellect"). Hereinafter referred to collectively as "the Parties" or individually as "a Party."



(A) MRCT and Intellect entered into a Research Collaboration Agreement effective as of August 6, 2007 (the "Collaboration Agreement") pursuant to which MRCT agreed to conduct a project to humanize two of Intellect's murine antibodies;


(B) On May 13, 2008 (the "Effective Date"), Intellect entered into a License Agreement (the "Elan/Wyeth Agreement") by and among Intellect and AHP MANUFACTURING BV, acting through its Wyeth Medica Ireland Branch, ( ?Wyeth") and ELAN PHARMA INTERNATIONAL LIMITED ("Elan") to provide Wyeth and Elan (the "Licensees") with certain license lights under certain of Intellect's patents .and patent applications (the "Licensed Patents") relating to certain antibodies that may serve as potential therapeutic products for the treatment for Alzheimer's Disease (the "Licensed Products") and for the research, development, manufacture and commercialization of Licensed Products;


(C) Pursuant to the Elan/Wyeth Agreement, Licensees collectively are obligated to pay Licensor (i) [*****] after the Effective Date of the Elan/Wyeth Agreement (the "Initial License Fee") and (ii) [*****] the grant by the European Patent Office of a Licensed Patent with at least one Valid Claim (as defined in the Elan/Wyeth Agreement) that covers (a) the [*****], (b) the method of manufacture for [*****] or (c) the use of [*****] for the treatment of [*****] or [*****] (as such terms are defined in the Elan/Wyeth Agreement) (the "European Patent Payment");


(D) Intellect is in the process of raising further finance and as a result has requested that the financial terms of the Collaboration Agreement as relate to Antibody IN-NO1 are restructured.




(E) MRCT has agreed to such proposed restructuring on the terms and conditions set out in this Amendment Agreement.


(F) The terms of the Collaboration Agreeme ...