Exhibit 10.8
Confidential Treatment Requested
(QUATRX LOGO)
QUATRx Pharmaceuticals Company
Xxxxx X. Xxxxxxxx
0000 Xxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
(000) 0000000 * fax (000) 000.0000
xxx.xxxxxx.xxx - email xxxxxxxxx@xxxxxx.xxx
CONFIDENTIAL
November 8, 2004
Deltanoid Pharmaceuticals, Inc.
000 Xxxxxxx Xxxxx,
Xxxxxxx, Xxxxxxxxx, 00000
RE: Deltanoid-QuatRx Agreement
Dear Xxxxx
As you know, over the past several months, we have discussed potential
amendments and updates to the Exclusive License Agreement between Deltanoid
Pharmaceuticals, Inc. and QuatRx Pharmaceuticals Company dated November 7, 2001
(the "Deltanoid-QuatRx License"). While we have discussed making certain changes
in the future, we at QuatRx would appreciate implementing 2 important agreed
changes at this time as follows:
1) Amend the Deltanoid-QuatRx License to include the following patent filings
(and their patent progeny as spelled out in the intellectual property
definitions in the existing agreements) within the "Licensed Patents" under each
of these agreements: US Patent Serial Number **** and US publication
numbers **** and ****.
2) Amend the Deltanoid-QuatRx License to provide that QuatRx shall have the
right to exercise Deltanoid's rights under Section 10 of the Deltainoid License
Agreement between Wisconsin Alumni Research Foundation and Deltanoid
Pharmaceuticals, Inc. dated April 7, 2000 ("XXXX-Deltanoid License") with
respect to infringement that would be competitive with any product licensed to
QuatRx in the field of use set forth in the Deltanoid-QuatRx License.
The consideration for these amendments is that QuatRx will pay the royalties on
the basis of the patent filings coverage as specified in the current
Deltanoid-QuatRx License, as if these patent filings had originally been
included among the Licensed Patents under that agreement, and other good and
valuable consideration in the form of QuatRx's ongoing efforts and investment
with respect to the vitamin D analog product candidate that it is developing.
To indicate that Deltanoid agrees to these amendments (with all of the
agreements listed above otherwise remaining in full force and effect), please
let me know by email and then print and
return to me a copy of this note signed by an authorized representative of your
organization. I will also send you an original signature on behalf of QuatRx for
your records.
We at QuatRx value highly our ongoing positive relationship with you and thank
you for prompt assistance with this mater.
Yours sincerely,
/s/ X. Xxxxxxxx
-------------------------------------
Accepted and agreed:
Deltanoid Pharmaceuticals, Inc.
By: /s/ Xxxxxx X. XxXxxx
---------------------------------
Name: Xxxxxx X. XxXxxx
Title: President & CEO Deltanoid
Pharmaceuticals
Date: 11/10/04
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