EXHIBIT 10.3.2
THIS IS AN AMENDMENT AGREEMENT (the "Amendment Agreement"), dated as of
February 8, 2005 among West Pharmaceutical Services, Inc., a Pennsylvania
corporation, ("WPS") its wholly owned subsidiary West Pharmaceutical Services
Drug Delivery & Clinical Research Centre Ltd., a corporation organized under the
laws of England and Wales, (together with WPS, the "West Group") and Innovative
Drug Delivery Systems, Inc., a Delaware corporation ("IDDS").
BACKGROUND
The West Group and IDDS are parties to a License Agreement, dated as of
August 25, 2000, as amended (the "Umbrella License Agreement").
In connection with the assignment of the Umbrella License Agreement in
connection with the sale of the West Group's drug delivery business, the parties
have agreed to further amend the Umbrella License Agreement.
In consideration of IDDS's consent to the assignment, and intending to be
legally bound hereby, the parties agree as follows:
1. Section 6.2.2 of the Umbrella License Agreement is hereby amended to read
in its entirety as follows:
"a summary balance sheet for the previous year; provided, however, that
this Section 6.2.2 shall be deemed to be satisfied so long as the
information to be furnished is readily available to West or any successor
or assign (including Archimedes Pharma Limited) on the U.S. Securities and
Exchange Commission's internet homepage or at the internet homepage of IDDS
or its parent within the applicable time period required under this Section
6.2."
2. Except as expressly set forth above, the Umbrella License Agreement shall
continue in full force and effect without further amendment.
3. This Amendment Agreement sets forth the entire agreement between the
parties with respect to the subject matter hereof, and supersedes all
written or oral prior agreements or understanding with respect thereto.
This Amendment Agreement may be executed in counterparts and shall be
governed by the laws of the Commonwealth of Pennsylvania without regard to
the conflicts of laws principles thereof.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed in duplicate by their respective duly authorized officers.
INNOVATIVE DRUG DELIVERY SYSTEMS, INC.
By: _________________________________________
Name:
Title:
WEST PHARMACEUTICAL SERVICES, INC.
By: _________________________________________
Name: Xxxx X. Xxxxxx III
Title: Vice President
WEST PHARMACEUTICAL SERVICES DRUG DELIVERY & CLINICAL RESEARCH CENTRE LTD.
By: _________________________________________
Name: Xxxxxx X. Xxxxx, Xx.
Title: Director
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