Exhibit 10.16
DATE: SEPTEMBER 15, 2004
CRITICAL THERAPEUTICS, INC.
AND
XXXXXX LABORATORIES
AMENDMENT NO. 1 RELATING TO
THE LICENSE AGREEMENT DATED MARCH 19, 2004
THIS AMENDMENT NO. 1 is made the 15th day of September, 2004
BETWEEN:
(1) CRITICAL THERAPEUTICS, INC., a corporation organized under the laws of
the State of Delaware, and with its principal office at 00 Xxxxxxxx
Xxxxx, Xxxxxxxxx, XX 00000 ("CTI"); and
(2) XXXXXX LABORATORIES, a corporation organised under the laws of the
State of Illinois and having its principal office at 000 Xxxxxx Xxxx
Xxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 ("ABBOTT")
RECITALS:
(A) CTI and Abbott entered into a License Agreement dated March
19, 2004 ("ORIGINAL AGREEMENT").
(B) CTI and Abbott have agreed to amend the Original Agreement by
and upon the terms of this Amendment No. 1.
OPERATIVE PROVISIONS:
1. INTRODUCTION, DEFINITIONS AND INTERPRETATION
1.1 This Amendment No. 1 is supplemental to the Original
Agreement.
1.2 Except where expressly provided to the contrary in this
Amendment No. 1:
1.2.1 all capitalised terms used in this Amendment No. 1
shall have the same meanings as are assigned thereto
in the Original Agreement, as amended by this
Amendment No. 1; and
1.2.2 this Amendment No. 1 shall be interpreted in the same
manner as the Original Agreement.
1.3 Reference to clauses herein are to clauses in the Original
Agreement.
2. AMENDMENTS
The parties agree that with effect from the Amendment No. 1 Date, the Original
Agreement is hereby amended as follows:
2.1 Clause 1 shall be amended by the addition of the following
definitions:
""AMENDMENT NO. 1 DATE" shall mean September 15, 2004."
""DOMAIN NAME" shall mean xxx.xxxxx.xxx."
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2.2 Clause 2 shall be amended by the insertion of the following
Section 2.2A between Sections 2.2 and 2.3:
"2.2A Domain Name Assignment
(a) Subject to the terms and conditions of this
Agreement, Abbott hereby irrevocably and unconditionally
sells, transfers, conveys assigns and delivers to CTI all of
Xxxxxx'x right, title and interest in and to the Domain Name
and the registration thereof, together with the goodwill
associated therewith.
(b) Abbott agrees to cooperate with CTI and to
follow CTI's reasonable instructions in order to effectuate
the transfer of the Domain Name registration in a timely
manner. Specifically, within thirty (30) days of the Amendment
No. 1 Date, Abbott agrees to prepare and transmit the
necessary InterNic Registrant Name Change Agreement (RNCA) and
or to correspond with InterNic to authorize transfer of the
Domain Name.
(c) Abbott agrees that, as of the finalization
of the transfer of ownership of the Domain Name to CTI, it
will abandon all use of the Domain Name.
(d) Abbott warrants and represents that it is
the owner of the Domain Name and that it has the authority to
transfer the Domain Name.
(e) Abbott further agrees to execute any other
document and take any further action reasonably requested by
CTI to effectuate the intent and purpose of this Section
2.2A."
3. NO OTHER AMENDMENT; CONFIRMATION
Save as amended by this Amendment No. 1, the parties hereto confirm that the
Original Agreement shall continue in full force and effect in all respects.
4. COUNTERPARTS
This Amendment No. 1 may be signed in any number of counterparts with the same
effect as if the signatures to each counterpart were upon a single instrument,
and all such counterparts together shall be deemed an original of this Amendment
No. 1.
REST OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURES ON FOLLOWING PAGE
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IN WITNESS whereof the parties have executed and delivered this Amendment No 1
the date first above written.
SIGNED
/s/ Xxxxxx Xxxxxxxx
-----------------------------------------
Xxxxxx Xxxxxxxx
for and on behalf of
CRITICAL THERAPEUTICS, INC.
SIGNED
/s/ Xxxxxxx X. XxXxxx, Ph.D.
-----------------------------------------
Xxxxxxx X. XxXxxx, Ph.D.
for and on behalf of
XXXXXX LABORATORIES
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