LETTER AGREEMENT

LETTER AGREEMENT

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Exhibit 10.11

200500453-11412

LETTER AGREEMENT

This is a letter agreement {‘Letter Agreement’} entered into and between:

(1)

LIPOXEN TECHNOLOGIES LIMITED, a company registered in England and Wales with company number 03401495 having its registered office is at Xxxxx 000, Xxxxxxxx Xxxxx, Xxxxxxxx Xxxxx, Xxxxxx [ILLEGIBLE] and a place of business at 0 Xxxxx Xxxxxxx Xxxxxx, Xxxxxx XX0 XXX, Xxxxxxx (“Lipoxen”);

(2)

SERUM INSTITUTE OF INDIA LIMITED, a company incorporated under the Laws of India, having its principal place of business at S. Xx. 000/0, Xxx Xxxx Xxxxxxxxxx Xxxx, Xxxxxxxx, Xxxx - 411 028, India (“SII”);

(3)

XXXXXX HEALTHCARE CORPORATION, a Delaware Corporation having its principal place of business at Xxx Xxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 (“BHC”); and

(4)

XXXXXX HEALTHCARE SA, a corporation organized and existing under the laws of Switzerland and having its principle place of business being Xxxxxxxxxxxx 0, Xxxxxxxx 0000, [XXXXXXXXX], Xxxxxxxxxxx (“BHSA”).

WHEREAS, BHSA and BHC, both of which being referred to herein as ‘Baxter’, and Lipoxen have entered into an ‘Exclusive Research, Development and License Agreement dated August 15, 2005 (‘Baxter License’);

WHEREAS, Lipoxen and SII have entered into various agreements concerning the [***] ‘Development and Manufacturing Agreement’ dated 2006 (‘Lipoxen/SII Agreements’);

WHEREAS, SII will benefit directly by the [***] Baxter and other CUSTOMERS, as defined in the Lipoxen/SII Agreements:

WHEREAS, Baxter is willing to exercise its option under the Baxter License to pursue the [***] POTENTIAL PRODUCTS and COMMERCIAL PRODUCT(S), as defined in the Baxter

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License provided that it receives various assurances and commitments from SII and Lipoxen as more fully defined herein:

SII and Lipoxen acknowledge and agree that pursuant to and during the term of the Baxter License, Lipoxen [***] with Baxter in the [***] of POTENTIAL PRODUCTS and COMMERCIAL PRODUCT(S) within the FIELD, all such terms as defined in the Baxter License, and that pursuant to the Lipoxen/SII Agreements [***] any third party [***]

SII and Lipoxen acknowledge and agree that pursuant to the Baxter License, Baxter [***] POLYSIALIC ACID, as defined in the Baxter License, from SII;

SII and Lipoxen acknowledge and agree that pursuant to the Baxter License that [***] within the FIELD as specifically defined in the Baxter License;

SII and Lipoxen further acknowledge and agree that in light of these commitments and further to allow Baxter [***] under the Baxter License that each company [***] neither shall knowingly whether [***] or provide any party or entity other than Baxter [***] for the [***] of any product within the FIELD, as set forth in the Baxter License;

SII and Lipoxen further acknowledge and agree that in light of [ILLEGIBLE] commitments and further to allow Baxter to [***] under the Baxter License that each company provides [***] shall knowingly whether directly or indirectly provide any information pertaining to the [***] any party or entity [***] Baxter [***] the FIELD and specifically shall not [***] Baxter for the [***] of any product within the FIELD, as set forth in the Baxter License, however it is clarified that this clause [***] outside the FIELD. SII can file the documents containing this information [***] with the Regulatory Authorities in [***]

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SII and Lipoxen acknowledge and agree that pursuant to Article 4 of the Baxter License Lipoxen [***] to Baxter for use in the FIELD only, and Baxter is [***] from Lipoxen, [***] defined in the Baxter License; Such circumstance relates to Xxxxxx’x right to [***] FIELD [***] of the first PHASE 2 CLINICAL TRIAL.

SII and Lipoxen also acknowledge and agree that pursuant to the Lipoxen/SII Agreements, and specifically the ‘Development and Manufacturing Agreement’ dated 2nd August 2006, Lipoxen [***] to Baxter as a CUSTOMER, as defined in such Agreement;

SII and Lipoxen acknowledge and agree that in light of these commitments and further to induce Baxter to [***] the Baxter License that each company [***] event Lipoxen is [***] under the Baxter License to [***] Baxter with [***] for what ever reason, including but not limited to bankruptcy or insolvency, that in addition to the rights Baxter may have under the Baxter License [ILLEGIBLE] SII and Lipoxen agree that Baxter [***] Baxter and Lipoxen by [***] with SII; and

SII specifically acknowledges and agrees that in light of these commitments and further to induce Baxter [***] the Baxter License that SII [***] with Baxter [***] in the event Lipoxen is [***] under the Baxter License to [***] Baxter [***] for what [ILLEGIBLE].

Except as provided in this Letter Agreement all of the terms and conditions of the Baxter License and the Lipoxen/SII Agreements shall remain in full force and effect, and shall not be modified or altered except as provided herein.

All of the parties acknowledge that this Letter Agreement shall constitute a modification or alteration of some of the terms and conditions of the Baxter License and the Lipoxen/SII Agreements.

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All of [ILLEGIBLE] parties further acknowledge and agree that this Letter Agreement can be executed in more than one counterpart, each of which constitutes an original and all of which together shall [ILLEGIBLE] one enforceable agreement. For purposes of this Letter Agreement and any other document that is required to be delivered pursuant to this Letter Agreement, [ILLEGIBLE] of signatures shall be deemed to be original signatures. In addition, if any of the parties sign [ILLEGIBLE] copies of this Letter Agreement, such copies shall be deemed originals.

IN WITNESS WHEREOF, the parties hereto have caused their authorized representatives to execute this Letter Agreement by signing below:


Signed:		Signed:
For and behalf of:		For and behalf of:
Lipoxen Technologies Limited		Xxxxxx Healthcare SA

Signature:		Signature:
Name:	[ILLEGIBLE]	Name:	X.xx Xxxxxx	X.Xxxxxxxx
Title:	CEO	Title:	Finance Director Xxxxxx Healthcare SA	Director of Tax, Europe Xxxxxx Healthcare SA
Date:	December 11, 2006	Date:		Dec. 13, 2006


Signed:		Signed:
For and behalf of:		For and behalf of:
[ILLEGIBLE] Institute of India Limited		Xxxxxx Healthcare Corporation

Signature:		Signature:
Name:	[ILLEGIBLE]	Name:	[ILLEGIBLE]
Title:	Company Secretary	Title:	Corporate Vice President-President BioScience
Date:	11^th December [ILLEGIBLE]	Date:	December 13, 2006

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