FROM: [ILLEGIBLE] PHONE NO. : 00442076811314 13 DEC. 2006 01: 58 PM P1
Exhibit 10.12
FROM: [ILLEGIBLE] |
PHONE NO. : 00442076811314 | 13 DEC. 2006 01: 58 PM P1 |
AMENDMENT
This is an amendment to the Research, Development and License Agreement (“R&L AGREEMENT”) entered into on August 15, 2005, by and between Lipoxen Technologies Limited, a company registered in England and [ILLEGIBLE] with company number 03401495 and having its registered office at suit [ILLEGIBLE] WC1H [ILLEGIBLE] (“LIPOXEN”); [ILLEGIBLE] Healthcare SA (“BHSA”), a corporation organized and existing under the laws of Switzerland, and Xxxxxx Healthcare Corporation (“BHC”) having its principal place of business at One [ILLEGIBLE] Parkway, [ILLEGIBLE], [ILLEGIBLE]
WHEREAS, LIPOXEN has [***] to the terms of Article 2.3 of the R&L AGREEMENT before the ACCEPTANCE DATE (as defined in the R&L AGREEMENT), and specifically by December 13, 200 [ILLEGIBLE];
WHEREAS, [***] provided that the R&L AGREEMENT [***] as provided below:
ACCORDINGLY, BAXTER and LIPOXEN agree to the following amendments and modifications of the R&L AGREEMENT:
1. | Replace Article 2.1 with the following: |
“In General BAXTER [ILLEGIBLE] LIPOXEN with[***] or other THERAPEUTIC AGENTS to [ILLEGIBLE] developing DELIVERY AGENTS and POTENTIAL PRODUCTS to be utilized by BAXTER in its research and development activities to [***] other THERAPEUTIC AGENT. XXXXXX shall as soon as possible after the EFFECTIVE DATE provide all of the BAXTER KNOW-HOW to LIPOXEN. At XXXXXX’x sole discreation BAXTER may or may not provide to LIPOXEN data [ILLEGIBLE] by BAXTER in [***] other THERAPEUTIC AGENTS, including data relating [ILLEGIBLE] the [***] (and protocols on the various techniques used), [***] [ILLEGIBLE] [***] stability data (including native proteins) and publications (patent and research papers).”
FROM : [ILLEGIBLE] |
PHONE NO. : 00442076811314 | 13 DEC. 2006 01 : 59 PM P2 |
2. | Add the following definition 1.75: |
“THIRD PARTY PRODUCT” means a product brought to the market by a third party which contains a THERAPEUTIC AGENT [***], (i) which product competes with a COMMERCIAL PRODUCT and (ii) which product does not infringe a VALID PATENT CLAIM.
3. | Amend Article 8.3 by adding the statement, “and the term for paying such royalty [***] after – [***] –, and add the following paragraph between the first and second paragraphs: |
“The ROYALTY RATE shall [***] respect of COMMERCIAL PRODUCTS sold or supplied in a country where there exists a THIRD PARTY PRODUCT. In the event LIPOXEN and BAXTER [***] whether such THIRD PARTY PRODUCT infringes a VALID PATENT CLAIM, [***] LIPOXEN [***] and if LIPOXEN elects to bring an action against such THIRD PARTY PRODUCT [ILLEGIBLE] that such THIRD PARTY PRODUCT infringes a VALID PATENT CLAIM. In the event LIPOXEN succeeds [ILLEGIBLE] such action [***] LIPOXEN, which sums LIPOXEN [***] BAXTER.
4. | Amend Article 8.4 by adding the following sentence: |
“In the event a THIRD PARTY PRODUCT is sold or supplied in a country in which a COMMERCIAL PRODUCT is sold or supplied then XXXXXX’x [***] FIRST COMMERCIAL SALE. In the event LIPOXEN and BAXTER [***] as to whether such THIRD PARTY PRODUCT infringes a VALID PATENT CLAIM, then [***] LIPOXEN [***] when and if LIPOXEN elects to bring an action against such THIRD
FROM : [ILLEGIBLE] |
PHONE NO. : 00442076811314 | 13 DEC. 2006 01 : 59 PM P3 |
PARTY PRODUCT asserting that such THIRD PARTY PATENT infringes a VALID PATENT CLAIM. In the event LIPOXEN action then [***] All capitalized terms used herein which are not specifically defined in this Amendment shall have the meaning [ILLEGIBLE] forth in the R&L AGREEMENT.
5. | The remaining terms of the R&L AGREEMENT shall remain in full force and [ILLEGIBLE]. |
6. | This Amendment may be executed in more than one counterpart, each of which constitutes an original and [ILLEGIBLE] of which together shall constitute one enforceable agreement. For purposes of this Amendment and any other document required to be delivered pursuant to this Amendment, [ILLEGIBLE] of signatures shall be deemed to be original signatures. In addition, if any one of the PARTIES sign facsimile copies of this Amendment, such copies shall be deemed originals |
IN WITNESS WHEREOF, the PARTIES hereto have caused their authorized representatives to execute this Amendment by signing below:
Signed: | ||||||
For and on behalf of: | For and on behalf of: | |||||
Lipoxen | Xxxxxx Healthcare Corporation |
Signature | /s/ M. Xxxxx Xxxxxxx |
Signature | /s/ Xxx X. Xxxxxxxx |
|||||||
Name: | M. Xxxxx Xxxxxxx | Name: | Xxx X. Xxxxxxxx | |||||||
Title: | CEO | Title: | Corporate Vice President, President BioScience |
|||||||
Signed: |
For and on behalf of: | ||||
XXXXXX HEALTHCARE SA |
Signature | /s/ X. xx Xxxxxx |
/s/ Xxxxxxx Xxxxxxxx |
||||||||
Name: | X. xx Xxxxxx | Xxxxxxx Xxxxxxxx | ||||||||
Title: | Finance Director Xxxxxx Healthcare SA |
Director of Tax, Europe Xxxxxx Healthcare SA |
Dec. 13, 2006