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EXHIBIT 10.3(a)
FIRST AMENDMENT TO AGREEMENT
This First Amendment to Agreement (this "First Amendment"), is made by
and between Atrix Laboratories, Inc., a Delaware corporation ("Atrix") with its
principal place of business at 0000 Xxxxxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxx
00000-0000 and Block Drug Corporation, a New Jersey corporation ("Block") with
its principal place of business at 000 Xxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxx Xxxxxx
00000-0000, as of this 10th day of June 1997, with respect to that certain
Agreement dated as of December 16, 1996 (the "Agreement") between Atrix and
Block. The parties now desire to amend the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby amend
the Agreement as follows:
1. Section 2.02 of the Agreement is hereby amended in its entirety to read as
follows:
Section 2.02 International Option. Block shall have the option
to acquire from Atrix an exclusive license in each country in
Group I, II and III, on a country by country basis, to market,
promote, advertise, distribute and commercialize Atridox(TM)
upon the payment of the following option fees (the "Option
Fees") on or before July 31, 1997:
(a) [**] per country for each Group I country;
(b) [**] per country for each Group II country; and
(c) [**] per country for each Group III country.
Failure by Block to exercise the option by payment of the Option Fees
shall be deemed to be the termination of that part of the option for which the
Option Fees were not paid.
2. All capitalized terms used and not otherwise defined herein shall have
the same meanings as set forth in the Agreement.
3. Except as expressly modified by the terms hereof, the terms and
provisions of the Agreement shall remain in full force and effect as
originally written.
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** Confidential Treatment Requested by Atrix on March 23, 1999.
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4. Signatures on this First Amendment may be communicated by facsimile
transmission and shall be binding upon the parties transmitting the
same by facsimile transmission. Counterparts with original signatures
shall be provided to the other party within five (5) days of the
applicable facsimile transmission, provided, however, that the failure
to provide the original counterpart shall have no effect on the
validity or the binding nature of this First Amendment. If executed in
counterparts, this First Amendment will be as effective as if
simultaneously executed.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the date first written above.
ATRIX LABORATORIES, INC.
By /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Vice Chairman
and Chief Executive Officer
Dated: June 19, 1997.
BLOCK DRUG CORPORATION
By /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx,
Assistant Secretary
Dated: June 10, 1997.
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STATE OF COLORADO )
) ss.
COUNTRY OF USA )
The above and foregoing was acknowledged before me by Xxxx X. Xxxxxx,
Vice Chairman and Chief Executive Officer of Atrix Laboratories, Inc. on the
19th day of June, 1997.
Witness my hand and official seal.
/s/ Xxx X. Xxxxxx
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Notary Public
My commission expires: 0/0/00
XXXXX XX XXX XXXXXX )
) ss.
COUNTRY OF USA )
The above and foregoing was acknowledged before me by Xxxxx X. Xxxxxxx,
Assistant Secretary of Block Drug Corporation on the 10th day of June, 1997.
Witness my hand and official seal.
/s/ Xxxxxxxx Xxxxxxx
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Notary Public
My Commission expires: April 26, 2000
