EXHIBIT 10.4
DISTRIBUTION AGREEMENT AMENDMENT NO. 3
This is an amendment to the Distribution Agreement ("Distribution Agreement")
made and entered into on January 22, 2002 between:
XXXXXXXX PHARMACEUTICALS LTD., a corporation duly organized and existing under
the laws of England having its place of business at Xxxxxxx Xx, Xxxxxxxxx,
Xxxxxx, Xxxxxx Xxxxxxx XX0 0XX and Xxxxxxxx Pharma Srl, a corporation duly
organized and existing under the laws of Italy having its place of business at
Xxxxx Xxxxxx, 00, 00000 Xxxxxx, Xxxxx. Xxxxxxxx Pharmaceuticals Ltd and
Xxxxxxxx Pharma Srl are hereinafter collectively referred to as "Company."
and
CELL PATHWAYS, INC., a corporation duly organized and existing under the laws
of Delaware having a place of business at 000 Xxxxxxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxxxxxx, 00000 hereinafter referred to as "Distributor."
The Definitions set forth in Article 1 of the Distribution Agreement are used
in and control this Amendment No. 3.
This Amendment No. 3 is effective as of June 9, 2003.
The Distribution Agreement did not provide for the assignment by any party of
its rights or obligations under the Distribution Agreement to any other person
or company.
The parties hereto now wish to amend the Distribution Agreement to provide for
such assignment, so that Distributor may assign the Distribution Agreement to
its merger partner, OSI Pharmaceuticals Inc., and Company may assign the
Distribution Agreement to a party acquiring all or substantially all of its
business in the Products.
The parties hereto have agreed as follows:
1. Distributor is permitted to assign the Distribution Agreement,
including all its past, present and future rights and obligations
thereunder, to OSI Pharmaceuticals Inc. Such assignment shall take
effect upon Distributor and OSI Pharmaceuticals Inc. giving written
notification to Company of the assignment, or if appropriate, giving
written notification to the assignee referred to in paragraph 2 below.
2. Company is permitted to assign the Distribution Agreement, including
all its past, present and future rights and obligations thereunder, to
a person or company which is acquiring or has acquired all or
substantially all of its business in the Products (such person or
company is referred to herein as the "Purchaser"). Such assignment
shall take effect upon Company and Purchaser giving written
notification to OSI Pharmaceuticals Inc. of the assignment, or if
appropriate, giving written notification to Distributor.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 in
duplicate.
XXXXXXXX PHARMACEUTICALS LTD. CELL PATHWAYS INCORPORATED
Signed by: Xxxxxxx X. Xxxxx Signed by: Xxxxxx X. Xxxxxxxxxx
/s/ /s/
--------------------------- ---------------------------
Position: President & C.E.O. Position: President & C.E.O.
Date: June 9, 2003 Date: June 9, 2003
XXXXXXXX PHARMA SRI
Signed by: Xxxxxxx X. Xxxxx
/s/
-------------------
Position: President
Date: June 9, 2003
2
