AMENDMENT NO. 2
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This Amendment No. 2, effective on the last date of signature, modifies and amends the Co-Promotion Agreement dated effective November 26, 1997, as amended by the Amendment last executed on July 31, 2000 (together, the "AGREEMENT"), by and between Xxxxxx Laboratories through its Xxxx Products Division ("ABBOTT"), and MedImmune, Inc. ("MEDIMMUNE").
WHEREAS, MEDIMMUNE and ABBOTT entered into a Co-Promotion Agreement dated effective November 26, 1997 in order to co-promote the PRODUCT in the TERRITORY, and on July 31, 2000 entered into an Amendment effective for the 2000/2001 RSV season;
WHEREAS, MEDIMMUNE and ABBOTT desire to further amend the AGREEMENT in order to provide special consideration for Synagis sales;
NOW THEREFORE, in consideration of the promises and of the mutual covenants and agreements herein set forth, the parties hereto agree as follows:
- 1.
- Unless
otherwise stated capitalized terms have the same meaning herein as ascribed to them by the AGREEMENT.
- 2.
- The
term of this Amendment No. 2 shall be for one RSV selling Season beginning on July 1, 2001 through June 30, 2002. Thereafter, the terms and conditions of the
Agreement shall again apply in all respects, without any affect from this Amendment No. 2.
- 3.
- During
the term of this Amendment No. 2, the following reporting and payment compensation shall apply for the NET SALES of PRODUCT sold for use in the TERRITORY by MEDIMMUNE or
its AFFILATES as follows:
- a.
- Within
thirty (30) days after achievement of (CONFIDENTIAL TREATMENT REQUESTED) in net sales during the term of this Amendment No. 2 (i.e., the 2001/2002 RSV season),
ABBOTT shall pay to MEDIMMUNE (CONFIDENTIAL TREATMENT REQUESTED).
- x.
- XXXXXX shall receive the following payment on NET SALES of PRODUCT.
| % Royalty |
Threshold |
|
| (CONFIDENTIAL TREATMENT REQUESTED) |
(CONFIDENTIAL TREATMENT REQUESTED) |
|
| (CONFIDENTIAL TREATMENT REQUESTED) |
(CONFIDENTIAL TREATMENT REQUESTED) |
|
| (CONFIDENTIAL TREATMENT REQUESTED) |
(CONFIDENTIAL TREATMENT REQUESTED) |
|
| (CONFIDENTIAL TREATMENT REQUESTED) |
(CONFIDENTIAL TREATMENT REQUESTED) |
|
| (CONFIDENTIAL TREATMENT REQUESTED) |
(CONFIDENTIAL TREATMENT REQUESTED) |
This Amendment No. 2 and the AGREEMENT sets forth the entire agreement and understanding between the parties as to the subject matter thereof and supersedes all prior agreements and
understandings in this respect. There shall be no amendments or modifications to this Amendment No. 2 or the AGREEMENT, except by a written document which is signed by both parties.
| MEDIMMUNE, INC. | XXXXXX LABORATORIES |
|||
Name: |
/s/ XXXXXX X. XXXXX Xxxxxx X. Xxxxx |
Name: |
/s/ XXXX XXXXX Xxxx Xxxxx |
|
Title: |
President & Chief Operating Officer |
Title: |
Sr. Vice President |
|
Date: |
November 29, 2001 |
Date: |
November 16, 2001 |
|
AMENDMENT NO. 2
WITNESSETH
