AMENDMENT TO THE AMENDED AND RESTATED LICENSE AND COMMERCIALIZATION AGREEMENT
EXHIBIT
10.25
AMENDMENT
TO THE AMENDED AND RESTATED LICENSE AND COMMERCIALIZATION AGREEMENT
This
Amendment (this “Amendment”) is
entered into this 21st day
of April 2010 (the “Amendment Effective
Date”) by and between Ikaria Development Subsidiary One
LLC, a Delaware limited liability company with a place of business at 0
Xxxxx 000, Xxxxxxx, XX, 00000 XXX (“Ikaria”), and BiolineRx Ltd., a corporation
organized and existing under the laws of the State of Israel and having a
principal place of business at 00 Xxxxxx Xxxxxx, X.X. Xxx 00000, Xxxxxxxxx
00000, Xxxxxx (“BioLineRx Ltd.”), and
BioLine Innovations Jerusalem
L.P., a limited partnership organized and existing under the laws of the
State of Israel and having a principal place of business at 00 Xxxxxx Xxxxxx,
X.X. Xxx 00000 Xxxxxxxxx 91450, Israel (“BioLine Innovations”;
together with BioLineRx Ltd., “BioLine Rx”) . This
Amendment amends the Amended and Restated License and Commercialization
Agreement entered into by and between Ikaria and BioLineRx dated as of the
26th day of August 2009
(the “Agreement”). Any
defined term used in this Amendment not expressly defined herein shall have the
meaning ascribed thereto in the Agreement.
1. Modification of
Payee. All payments to be made under the Agreement shall be made to
BiolineRx Ltd. or any Third Party assignee of BioLineRx Ltd. permitted under
Section 10.4 of the Agreement.
2. Modification of
Assignment. The last two sentences of Section 10.4 of the
Agreement are hereby amended and restated as follows:
“BioLineRx
Ltd. may assign its right to receive payments hereunder to a Third Party, in its
sole discretion, provided that BioLineRx Ltd. provides Ikaria with prior written
notice of the assignment and the name and address of the assignee. Any such
Third Party assignee may not further assign the right to receive payments
hereunder without providing Ikaria with prior written notice of the assignment
and the name and address of the assignee. Ikaria shall maintain a written record
of any such assignments. The parties intend that this Agreement shall be
considered to be in “registered form” as defined in United States Treasury
Regulations Section 5f.103-1(c). BiolineRx shall not otherwise be permitted to
assign this Agreement, in whole or in part, without the prior written consent of
Ikaria, which approval shall not be unreasonably withheld, conditioned, or
delayed. Any assignment in contravention of this Section 10.4 shall be null and
void.”
3. Ratification of
Agreement. Except as set forth in this Amendment, all of the other terms
and conditions of the Agreement are hereby ratified and confirmed to be of full
force and effect, and shall continue in full force and effect. This Amendment is
hereby integrated into and made a part of the Agreement.
4. Counterparts. This
Amendment may be executed in two or more counterparts, each of which shall be
effective as of the Amendment Effective Date, and all of which shall constitute
one and the same instrument. Each such counterpart shall be deemed an original,
and it shall not be necessary in making proof of this Amendment to produce or
account for more than one such counterpart.
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5. Execution and
Delivery. This Amendment shall be deemed executed by the parties when any
one or more counterparts hereof, individually or taken together, bears the
signatures of each of the parties hereto.
Acknowledged
and Agreed to:
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IKARIA
DEVELOPMENT SUBSIDIARY ONE LLC
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Signature
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By: |
/s/ Kinneret X. Xxxxxxxx
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Signature
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By: |
/s/ Xxxxxxx X. Xxxxxxx
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Printed
Name
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Kinneret
X. Xxxxxxxx
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Printed
Name
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Xxxxxxx
X. Xxxxxxx
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Title
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CEO
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Title
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Vice
President and Secretary
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April
21, 2010
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April
21, 2010
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Signature
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By: |
/s/ Xxxxxx Xxxxxx
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Printed
Name
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Xxxxxx
Xxxxxx
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Title
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CFO
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April
21, 2010
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BIOLINE
INNOVATIONS JERUSALEM L.P., BY ITS GENERAL PARTNER BIOLINE INNOVATIONS
JERUSALEM, LTD.
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Signature
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By: |
/s/ Kinneret X. Xxxxxxxx
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Printed
Name
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Kinneret
X. Xxxxxxxx
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Title
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CEO
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April
21, 2010
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Signature
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By: |
/s/ Xxxxxx Xxxxxx
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Printed
Name
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Xxxxxx
Xxxxxx
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Title
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CFO
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April
21, 2010
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