AMENDMENT NO. 1 TO LICENSE AND SUPPLY AGREEMENT
EXHIBIT 10.23.2
AMENDMENT NO. 1 TO LICENSE AND SUPPLY AGREEMENT
This Amendment No. 1 to the License and Supply Agreement (this “Amendment”) is entered into and effective as of December 21, 2012 (the “Amendment Date”), by and between ULURU Inc., a Nevada corporation having an address at 0000 Xxxxxxx Xxxxx, Xxxxxxx, XX 00000, XXX (“ULURU”) and XXXXXX HOLDING AG, a corporation organized and existing under the Laws of Switzerland and having an address at Xxxxxxxxxxxxxx 00, XX0000 Xxx (“XXXXXX HOLDING”) (each of ULURU and XXXXXX HOLDING, a “Party” or together, the “Parties”).
WHEREAS, ULURU and XXXXXX HOLDING are parties to that certain License and Supply Agreement, dated as of January, 11, 2012 (the “Original Agreement”);
WHEREAS, the Original Agreement provides XXXXXX HOLDING with certain rights and licenses to patents and other intellectual property that cover ULURU’s product, Altrazeal®, including exclusive registration, marketing, promotion, sale and distribution rights in specified countries;
WHEREAS, pursuant to the Original Agreement, ULURU retains the right, and has an obligation, to manufacture and supply the Products to XXXXXX HOLDING; and
WHEREAS, ULURU and XXXXXX HOLDING now wish to amend the Original Agreement to provide, among other things, that XXXXXX HOLDING shall be granted exclusive rights to additional territories, reduce the royalty payable on net sales and will adjust the purchase price of Altrazeal® for the territory.
AGREEMENT
NOW, THEREFORE ULURU and XXXXXX HOLDING agree as follows:
|
1.
|
Definitions. Unless otherwise expressly defined herein, all capitalized terms used herein have the meaning ascribed to them in the Original Agreement. The term “Agreement” means the Original Agreement as amended by this Amendment No. 1.
|
|
2.
|
Amendment of Territory. Exhibit F of the Original Agreement is hereby amended to read as Exhibit F attached to this Amendment No. 1.
|
|
3.
|
Amendment to 5.1 Price. Exhibit D of the Original Agreement is hereby amended in its entirety to read as Exhibit D attached to this Amendment No. 1.
|
|
4.
|
Amendment to Section 5.3. Section 5.3 of the Original Agreement is hereby amended to read as follows:
|
“5.3 Royalty Payments. In addition to the payments set forth above. XXXXXX HOLDING shall pay to ULURU a royalty (the “Royalty”), on a country-by-country basis in the Territory, equal to five percent (5%) of Net Sales of the Product in such country during each calendar quarter (or portion thereof) during the Term (each such period, a “Royalty Period”), commencing as of the date on which the Product is sold by XXXXXX HOLDING for the first time to a Third Party for commercial distribution in such country. Each Royalty will be payable not later than thirty (30) days following the expiration of each applicable Royalty Period. XXXXXX HOLDING shall pay the Royalty with respect to a country that accrues during the Term of this Agreement for so long as the license granted by ULURU under Section 2.1.1 remains in effect in such country. XXXXXX HOLDING will include with each such payment a written report detailing (i) the number of Product units, per country, and the sales price of such Product units by XXXXXX HOLDING and its affiliates; and (ii) Net Sales of the Product during the applicable Royalty Period, all in a manner consistent with XXXXXX HOLDING’s internal sales reporting.
|
5.
|
No other Changes; Consolidated Agreement. All other terms and conditions of the Original Agreement are hereby confirmed and shall remain in full force and effect. In the event of any conflict with the provisions of this Amendment and any provisions of the Original Agreement, the provisions of this Amendment shall control. Upon the request of either Party, the Parties shall prepare an Amended and Restated License and Supply Agreement that incorporates the terms of this Amendment into the Original Agreement and eliminates all terms in the Original Agreement that have been rendered obsolete or unnecessary due to this Amendment.
|
|
6.
|
Multiple Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. Facsimile or PDF signatures of this Amendment shall have the same force and effect as an original signature.
|
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their respective duly authorized representatives as of the date first above written:
|
XXXXXX HOLDING AG
|
||||
|
By:
|
/s/ Xxxxxx Xxxxxxxxxxxx
|
By:
|
/s/ Xxxxx X. Xxxx
|
|
|
Name:
|
Xxxxxx Xxxxxxxxxxxx
|
Name:
|
Xxxxx X. Xxxx
|
|
|
Title:
|
CEO
|
Title:
|
President and CEO
|
|
EXHIBIT D
|
ALTRAZEAL®
|
PRICING
|
|
|
0.75 gram
|
3.00 EURO
|
|
|
2.0 gram
|
4.75 EURO
|
|
|
ROYALTY
|
||
|
Revised from 10% to 5%
|
||
EXHIBIT F
Territory
|
European Union:
|
Middle East:
|
|
|
Austria
|
Bahrain
|
|
|
Belgium
|
Egypt
|
|
|
Bulgaria
|
Jordan
|
|
|
Cyprus
|
Kuwait
|
|
|
Czech Republic
|
Oman
|
|
|
Denmark
|
Quatar
|
|
|
Estonia
|
Saudi Arabia
|
|
|
Finland
|
Syria
|
|
|
France
|
UAE
|
|
|
Germany
|
||
|
Hungary
|
North Africa / French Speaking Africa:
|
|
|
Ireland
|
||
|
Italy
|
Algeria
|
|
|
Latvia
|
Angola
|
|
|
Lithuania
|
Cote dİvorie
|
|
|
Malta
|
Equatorial Guinea
|
|
|
Netherlands
|
Gaban
|
|
|
Norway
|
Lybia
|
|
|
Poland
|
Morocco
|
|
|
Portugal
|
Namibia
|
|
|
Romania
|
Tunesia
|
|
|
Slovakia
|
||
|
Slovenia
|
||
|
Spain
|
Asia and Pacific
|
|
|
Sweden
|
** Excluding China, Hong Kong, Macau, Taiwan, South Korea and Japan | |
|
Switzerland
|
|
|
| United Kingdom |
