Exhibit 10.98
AMENDMENT TO LICENSE AGREEMENT
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WHEREAS, IGI, INC., IGEN, INC., and IMMUNIGENETICS, INC (collectively
Licensor) and Ethicon, Inc. (Ethicon), entered into a License Agreement on
the 28th day of August, 1998, in the Field of skin care products containing
active ingredients comprising retinoids or formulations, and any variations
or improvements thereof, of microencapsulated petrolatum having a viscosity
no greater than 10,000 centipoise excluding the use of urea as a
moisturizing agent (a copy of which License Agreement is
attached hereto);
WHEREAS, Licensor and Ethicon wish to modify the License Agreement pursuant
to Article 9.08 thereof;
NOW THEREFORE, in exchange for valuable consideration, the receipt of which
is hereby acknowledged by Licensor and Ethicon, Licensor and Ethicon agree
to modify the License Agreement as set forth herein below.
AMENDMENT
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1. The requirement of Ethicon, Inc. to pay Minimum Remuneration pursuant
to Articles 3.02.1-3.02.4 is hereby terminated with respect to any Minimum
Remuneration which may have accrued as of the date of this Amendment and
which has not been paid as of such date. Notwithstanding the above, Ethicon
shall not be entitled to repayment or reimbursement of any Minimum
Remuneration paid pursuant to Article 3.02.1 prior to the date of this
Amendment.
2. The license granted to Ethicon in Article 2.01 is hereby converted to
a non-exclusive, royalty bearing (pursuant to Article 3.01.2 of the License
Agreement), worldwide right and license, provided that; such license shall
remain exclusive within Japan, subject to the following provisions and to
the payment of Royalties pursuant to Article 3.01.2 of the License
Agreement:
2.1. For a period of one (1) year after the date of the first
Commercial Sale of Licensed Product in Japan, the exclusive
license provided hereunder shall be non-terminable by Licensor.
Ethicon shall not be required to provide or meet any minimum
sales target for sales in Japan in the first year nor to pay
any Minimum Remuneration for sales during such time.
2.2. Prior to the expiration of one (1) year after the first
Commercial Sale of a Licensed Product in Japan, Licensor and
Ethicon shall cooperate in good faith to determine and set a
reasonable sales target for sales in Japan for the second year
following the first Commercial Sale in Japan. Should Licensor
and Ethicon agree to such reasonable sales target prior to the
end of such first year, the exclusive license provided
hereunder shall be non-terminable by Licensor during such
second year. Should Licensor, and Ethicon fail to
agree to such reasonable sales target for the second year, the
licenses granted hereunder shall be converted to non-exclusive
for the second year.
2.3. For each year thereafter, the parties shall cooperate in good
faith to determine and set reasonable sales targets for sales
in Japan for each subsequent year. Should Licensor and Ethicon
fail to agree to reasonable sales targets for any year
thereafter, the licenses granted hereunder shall be converted
to non-exclusive. Should Licensor and Ethicon agree to
reasonable sales targets for each year thereafter, the
exclusive licenses granted hereunder shall remain non-
terminable by Licensor for such year.
3. Should the total amount of Royalties paid to Licensor by Ethicon
and/or one of its Affiliates, on a worldwide basis, in any Calendar year,
equal or exceed two hundred thousand dollars ($200,000), then the licenses
granted hereunder and under the License Agreement shall be extended to a
worldwide, exclusive basis for the following Calendar Year, and shall
remain exclusive so long as Royalties paid in each Calendar Year equal or
exceed two hundred thousand dollars ($200,000).
4. This Amendment shall be effective as of the date of signature of the
last authorized representative to sign this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized respective representatives as of the day
and year first above written.
IGI
By: /s/ Xxxxxxx Xxxxxx Date March 19, 2002
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Name: Xxxxxxx Xxxxxx
Title: Vice President Business Development
Consumer Products Division
ETHICON, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx Date March 14, 2002
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Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President, Worldwide
Business Development
