THIRD AMENDMENT TO THE LICENSE AGREEMENT
Exhibit 10.24
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
THIRD AMENDMENT TO THE LICENSE AGREEMENT
This THIRD AMENDMENT dated as of May , 2015 (this “Third Amendment”) to that certain License Agreement by and between Kadmon Pharmaceuticals, LLC (“Kadmon”) and AbbVie Inc., (“AbbVie”) dated June 17, 2013 as amended,(the “License Agreement”), is made by and between Kadmon and AbbVie. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the License Agreement.
WHEREAS, the Parties have entered into the License Agreement;
WHEREAS, the Parties amended the License Agreement on October 2, 2014 in the Amendment and Modification Agreement to Transaction Documents (“Amendment and Modification Agreement”), in order to, among other amendments and modifications, establish a Royalty Formula to calculate the High Dose BID Royalty for calendar years 2015 and 2016;
WHEREAS, Exhibit B to the Amendment and Modification Agreement (“Exhibit B”) set forth the Royalty Formula in mathematical format;
WHEREAS, the Parties have identified an error in Exhibit B which requires correction in order to arrive at an accurate High Dose BID Royalty; and
WHEREAS, the Parties now desire to amend and modify Exhibit B as set forth in this Third Amendment.
NOW, THEREFORE, in consideration of the premises and mutual covenants, agreements and provisions contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Exhibit B shall be replaced with Revised Exhibit B attached hereto at Exhibit 1.
2. The Agreement is amended only to the extent set forth herein, and all other terms of the Agreement shall remain the same and are not affected by this Amendment. In the event of any conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the day and year first written above.
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Kadmon Pharmaceuticals, LLC |
AbbVie Inc. | |||
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By |
/s/ Xxx Xxxxxx |
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By |
/s/ Xxxxxxx X. Xxxxx |
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Name: Xxx Xxxxxx |
Name: Xxxxxxx X. Xxxxx | |||
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Title: Chief Commercial Officer |
Title: EVP, Chief Financial Officer | |||
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
EXHIBIT 1
Revised Exhibit B
[INSERT NEW EXHIBIT B]
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
All Data Sets and Calculations are Measured Quarterly
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Form IMS prescription |
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Percent of MODERIBA |
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From IMS NPA |
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# of 200MG Equivalents per |
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Total # of 200MG Equivalents in MODERIBA used |
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MODERIBA 600MG + 3D |
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% MODERIBA 600MG with 3D |
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MODERIBA 600MG |
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# MODERIBA 600MG used with 3D |
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1.5 (200MG Equiv.) |
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# of 200MG Equiv. in MODERIBA 600MG used with 3D |
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MODERIBA 600MG |
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MODERIBA 800MG + 3D |
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% MODERIBA 800MG with 3D |
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MODERIBA 800MG |
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# MODERIBA 800MG used with 3D |
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2 (200MG Equiv.) |
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# of 200MG Equiv. in MODERIBA 800MG used with 3D |
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MODERIBA 800MG |
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MODERIBA 1000MG + 3D |
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% MODERIBA 1000MG with 3D |
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MODERIBA 1000MG |
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# MODERIBA 1000MG used with 3D |
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2.5 (200MG Equiv.) |
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# of 200MG Equiv. in MODERIBA 1000MG used with 3D |
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MODERIBA 1000MG |
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MODERIBA 1200MG + 3D |
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% MODERIBA 1200MG with 3D |
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MODERIBA 1200MG |
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# MODERIBA 1200MG used with 3D |
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3 (200MG Equiv.) |
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# of 200MG Equiv. in MODERIBA 1200MG used with 3D |
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MODERIBA 1200MG |
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TOTAL # of 200MG Equivalent in MODERIBA used with 3D x $2.19 = “Quarterly Initial Royalty” Owed for Quarter |
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