Exhibit 4.4(d)
SMITHKLINE XXXXXXX/VERNALIS
THIRD AMENDMENT AGREEMENT
TO THE FROVATRIPTAN DEVELOPMENT AND LICENCE
AGREEMENT DATED OCTOBER 21, 1994
This third Amendment Agreement (hereinafter "3AA") made as of the 1st day of
March 2004, ("Amendment Effective Date")
BETWEEN
VERNALIS DEVELOPMENT LIMITED (formerly known as VERNALIS LIMITED and VANGUARD
MEDICA LIMITED), a company organised under English Law and having its registered
office at Oakdene Court, 000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxx, XX00 0XX,
Xxxxxxx (hereinafter "Vernalis")
AND
SMITHKLINE XXXXXXX PLC, a company organised under English Law and having its
registered office at 000 Xxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx, XX0 0XX
(hereinafter "GSK").
WHEREAS:
The parties hereto and/or their predecessors-in-title have entered into a
development and license agreement related to frovatriptan dated October 21, 1994
("Agreement")
The Agreement has been amended by the parties pursuant to a so called first
amendment agreement (hereinafter "1AA") dated 5 July, 2000 and a second
amendment agreement (hereinafter "2AA") dated 27 November, 2000.
The parties have further entered into a so called temporary waiver letter dated
18 September, 2003 deferring Vernalis' payment requirement, outlined in Article
1(c) (ii) of the 2AA, by ninety (90) days (the "Waiver Letter").
NOW IT IS HEREBY AGREED AS FOLLOWS:
1. The Waiver Letter is hereby terminated and shall have no further force or
effect
2. This 3AA will vary the terms of 2AA as follows:
a) the second milestone payment obligation referred to in
Article 1(c)(ii) of the 2AA shall be paid by Vernalis to GSK in two equal
instalments.
(i) The first instalment of US$2.5million, together with a fee of
US$154,384, shall be paid by Vernalis to GSK on or before 31 March
2004.
(ii) The second instalment of US$2.5million, together with a fee of
US$66,952, shall be paid by Vernalis to SB on or before 18 September
2004.
Otherwise, the Agreement, as amended by 1AA, 2AA and this 3AA, shall remain in
full force and effect subject to and in accordance with its terms.
Accordingly, and for the avoidance of doubt, further payments as contemplated by
Article 1(c) of the 2AA shall be made where indicated (including but not limited
to the payment of $5MM to GSK within 90 days of the second anniversary of the
USA launch date pursuant to Article 1(c)(iii)) subject to and in accordance with
the terms of same.
AS WITNESS WHEREOF the Parties through their authorised offices have executed
this Amendment as of the date first written above.
SMITHKLINE XXXXXXX PLC
By: _____________________________
Print Name: _________________________
Title: _____________________________
Date: _____________________________
VERNALIS DEVELOPMENT LIMITED
By: _____________________________
Print Name: _________________________
Title: _____________________________
Date: _____________________________
