THE SYMBOL ‘***’ IS USED THROUGHOUT THIS EXHIBIT TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AS CONFIDENTIAL. MAY 20, 2010 AMENDMENT BETWEEN ANGIOTECH PHARMACEUTICALS, INC. AND COOK INCORPORATED MODIFYING JULY 9, 1997 LICENSE AGREEMENT...
EXHIBIT 10.1
THE SYMBOL ‘***’ IS USED THROUGHOUT THIS EXHIBIT TO INDICATE THAT A PORTION
OF THE EXHIBIT HAS BEEN OMITTED AS CONFIDENTIAL.
MAY 20, 2010 AMENDMENT BETWEEN
ANGIOTECH PHARMACEUTICALS, INC. AND
XXXX INCORPORATED MODIFYING JULY 9, 1997
LICENSE AGREEMENT AMONG ANGIOTECH
PHARMACEUTICALS, INC., BOSTON SCIENTIFIC
CORPORATION, AND XXXX INCORPORATED
This Amendment is made and entered into as of this 20th day of May, 2010, by and between Angiotech Pharmaceuticals, Inc., a corporation organized under the laws of the Province of British Columbia (“Angiotech”) and Xxxx Incorporated, an Indiana corporation (“Xxxx”).
WHEREAS Angiotech, Xxxx and Boston Scientific Corporation (“BSC”) entered into the “License Agreement Among Angiotech Pharmaceuticals, Inc., Boston Scientific Corporation and Xxxx Incorporated” dated July 9, 1997, under which Angiotech agreed to license on a co-exclusive basis to Xxxx and BSC certain patent rights, license rights, and technology relating to the use of paclitaxel or certain other agents as a coating for certain medical devices, and Xxxx and Angiotech have amended that agreement on September 8, 2001, June 12, 2002 and September 24, 2004 (collectively, the “Angiotech License Agreement”);
WHEREAS Angiotech and Xxxx desire to amend the Angiotech License Agreement as it relates to Angiotech and Xxxx as provided herein;
NOW THEREFORE, Angiotech and Xxxx hereby agree as follows:
1. As between Angiotech and Xxxx, Section 4.2(a) of the Angiotech License Agreement is replaced in its entirety with the following:
4.2(a) Royalties on Eligible Peripheral Vascular Products. “Eligible Peripheral Vascular Products” means any Licensed Application in the Peripheral Vascular Field of Use. Within sixty (60) days after the end of each Contract Quarter during the term of the Xxxx License, Xxxx shall pay Angiotech the following royalty (the “Xxxx Peripheral Vascular Royalty”) on Net Sales during that Contract Quarter of Eligible Peripheral Vascular Products, for sales by Xxxx and/or its Affiliates during such Contract Quarter, calculated as follows:
(i) with respect to sales in a country of the European Union Geographical Area of units of Eligible Peripheral Vascular Products that are Stent Products, the Xxxx Peripheral Vascular Royalty shall be [***] percent ([***]%) of the Net Sales of such units of Eligible Peripheral Vascular Products;
(ii) with respect to sales in a country of the European Union Geographical Area of units of Eligible Peripheral Vascular Products, other than Stent Products, covered in the country of sale by one or more valid and enforceable claims of a patent included in the Patent Rights, the Xxxx Peripheral Vascular Royalty shall be [***] percent ([***]%) of the Net Sales of such units of Eligible Peripheral Vascular Products;
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(iii) with respect to sales in a country other than a country of the European Union Geographical Area of units of Eligible Peripheral Vascular Products covered in the country of sale by one or more valid and enforceable claims of a patent included in the Patent Rights, the Xxxx Peripheral Vascular Royalty shall be [***] percent ([***]%) of the Net Sales of such units of Eligible Peripheral Vascular Products;
(iv) as a result of this Amendment, Xxxx need not calculate the Peripheral Vascular Base Unit Number as it no longer applies to the calculation of the Xxxx Peripheral Vascular Royalty; and
(v) with respect to sales of the ZILVER PTX™ product, the provisions of sections 4.2(a)(i-iv) and 4.3(b), as amended by this Amendment, shall apply from the date of the first commercial sale of this product in any country in the world.
2. As between Angiotech and Xxxx, Section [***] of the Angiotech License Agreement is amended by deleting the phrase: “[***]”.
3. Capitalized terms not otherwise defined in this Amendment will carry their meaning as set forth in the Angiotech License Agreement.
4. Xxxx and Angiotech expressly acknowledge that this Amendment shall not in any way bind BSC, and similarly, that Xxxx shall not in any way be bound by any amendment to the Angiotech License entered into exclusively between Angiotech and BSC.
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the date set forth above.
| ANGIOTECH PHARMACEUTICALS, INC. |
XXXX INCORPORATED | |
| By: /s/ Xxxxxxx X. Xxxxxx |
By: /s/ Xxx Xxxxx | |
| Name: Xxxxxxx X. Xxxxxx |
By: Xxx Xxxxx | |
| Title: President & CEO |
Title: VP, Global Business Unit Leader | |
THE SYMBOL ‘***’ IS USED THROUGHOUT THIS EXHIBIT TO INDICATE THAT A PORTION
OF THE EXHIBIT HAS BEEN OMITTED AS CONFIDENTIAL.
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