WAIVER
Exhibit 10.41
This Waiver (“Waiver”) is made as of September 25, 2006 by Xxxxxx Xxxxxxxx Company, Inc. (“Xxxxxx Xxxxxxxx”), a corporation organized and existing under the laws of the Commonwealth of Puerto Rico, and amends the Option and License Agreement between Xxxx Laboratories, Inc. (“Xxxx”) and Xxxxx (Chemicals) Limited dated March 24, 2004 (“Option and License Agreement”) and the Finished Product Supply Agreement between Xxxx and Xxxxx (Chemicals) Limited dated March 24, 2004 (“Supply Agreement,” collectively with the Option and License Agreement, the “Agreements”). All capitalized terms used herein shall have the same meaning as in the Agreements.
With respect to the Agreements, Xxxxxx Xxxxxxxx as the successor in interest to Xxxxx (Chemicals) Limited under the Agreements hereby waives and releases the following rights under the Agreements:
| 1. | Xxxxxx Xxxxxxxx hereby releases Xxxx from its grant of an exclusive license under each Approved ANDA under Section 3.1 of the Option and License Agreement. Xxxxxx Xxxxxxxx hereby elects to make the license under each Approved ANDA non-exclusive as of the date hereof. |
| 2. | Xxxxxx Xxxxxxxx hereby releases Xxxx from its obligations under Section 3.3 of the Option and License Agreement. |
| 3. | Xxxxxx Xxxxxxxx hereby releases Xxxx from its obligations under the first two sentences of Section 3.5(b) of the Option and License Agreement. |
| 4. | Xxxxxx Xxxxxxxx hereby releases Xxxx from its obligations under Section 2.1 of the Supply Agreement to manufacture or supply any Licensed Product on an exclusive basis. |
| 5. | Except as modified herein, all terms and conditions of the Agreements remain in full force and effect. |
| 6. | This Waiver does not constitute an admission of any liability or wrongdoing whatsoever by Xxxxxx Xxxxxxxx or by any other person, firms, partnerships or corporations. |
In witness whereof, Xxxxxx Xxxxxxxx has caused this Waiver to be executed by its duly authorized representative.
Xxxxxx Xxxxxxxx Company, Inc.
| By: | /S/ XXXXX X. XXXXXXXXXXXXX |
Date: 9/25/06 | ||||
| Name: Xxxxx X. Xxxxxxxxxxxxx |
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| Title: President & Director |
