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...
Exhibit 10.9
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.
FOURTH AMENDMENT
to the
LICENSE AND COMMERCIALISATION AGREEMENT
by and between
Xxxxxxxxxxx 0
00000 Xxxxx
Xxxxxxx
(Hereinafter referred to as “BioTie”)
and
X. XXXXXXXX A/S
Xxxxxxxxxx 0
XX 0000 Xxxxx
Xxxxxxx
(Hereinafter referred to as “Lundbeck”)
(Hereinafter each also referred to as “Party” or together as “Parties”)
| Whereas: |
On 23 May 2007 BioTie and Lundbeck entered into a License and Commercialisation Agreement (hereinafter the “Agreement”) regarding the commercialisation of Nalmefene, a specific opioid receptor antagonist developed by BioTie and its collaborators for the treatment of substance abuse disorders such as alcoholism and obsessive compulsive disorders, including but not limited to pathological gambling. | |
| Whereas: |
With this fourth amendment to the Agreement (hereinafter the “Amendment”) the Parties desire to remove all territorial restrictions for Lundbeck’s rights under the Agreement. | |
NOW THEREFORE, the Parties hereby agree as follows:
1 (3)
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.
| 1. | GENERAL |
The Parties hereby acknowledge and agree to include this Amendment to be an integral part of the Agreement and extend, supplement, vary, change, modify and amend the Agreement as set forth herein. The change shall become effective only upon notification by Lundbeck in writing of its entering into a Co-Promotion and Distribution Agreement with Whanin Pharmaceutical Co. Ltd. regarding the distribution and sale of the Product in the Republic of Korea, referred to in Section 3 below.
| 2. | AMENDMENTS TO THE AGREEMENT |
The following two (2) Sections of the Agreement shall be amended as set forth herein. The amendments below include the complete text of the Sections and replace the previous text of the Sections in their entirety.
| 2.1 | Section 1.1.63 |
| • | ““Territory” – the world” |
| 2.2 | Section 4.6 Royalties |
“Subject to Section 4.7, Lundbeck will pay to BioTie, royalties on a Product by Product basis for all Products sold as set forth below:
4.6.1 [*****] of that portion of Lundbeck’s or its Affiliates’ or Sub-licensees’ total Net Sales of Product, which, during the Year in question, is less than [*****] in the Territory excluding the geographical territories of North and South Korea; and
4.6.2 [*****] of that portion of Lundbeck’s or its Affiliates’ or Sub-licensees’ total Net Sales of Product, which, during the Year in question, is greater than or equal to [*****] in the Territory excluding the geographical territories of North and South Korea;
4.6.3 [*****] of Lundbeck’s or its Affiliates’ or Sub- licensees’ total Net Sales of Product in the geographical territories of North and South Korea.
| 3. | MISCELLANEOUS |
All other terms of the Agreement (including previous amendments, if still applicable) shall remain unchanged and in full force and effect. This Amendment is subject to Lundbeck entering into a Co-Promotion and Distribution Agreement with Whanin Pharmaceutical Co. Ltd. regarding the distribution and sale of the Product in the Republic of Korea and shall enter into force upon Lundbeck notifying BioTie in writing of such agreement.
2 (3)
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.
In Copenhagen, Denmark and Turku, Finland on this 14th day of July 2010.
| BIOTIE THERAPIES CORP. | X. XXXXXXXX A/S | |||
| /s/ Timo Veromaa |
/s/ Xxx Xxxxxxxx | |||
| Xxxx Xxxxxxx | Xxx Xxxxxxxx | |||
| President & CEO | CEO | |||
3 (3)
