AMENDMENT NO. 2 TO LICENSE AND SUPPLY AGREEMENT
Exhibit 10.18.3
AMENDMENT NO. 2 TO LICENSE AND SUPPLY AGREEMENT
This Amendment No. 2 to the License and Supply Agreement (this “Amendment”) is entered into and effective as of December 21, 2012 (the “Amendment Date”), by and between ULURU Inc., a Nevada corporation having an address at 0000 Xxxxxxx Xxxxx, Xxxxxxx, XX 00000, XXX (“ULURU”) and XXXXXX HOLDING AG, a corporation organized and existing under the Laws of Switzerland and having an address at Xxxxxxxxxxxxxx 00, XX0000 Xxx (“XXXXXX HOLDING”) (each of ULURU and XXXXXX HOLDING, a “Party” or together, the “Parties”).
WHEREAS, ULURU and XXXXXX HOLDING are parties to that certain License and Supply Agreement, dated as of January 11, 2012 (the “Original Agreement”);
WHEREAS, ULURU AND XXXXXX HOLDING executed that certain Amendment No. 1 to the License and Supply Agreement, effective as of December 21, 2012 (the “Amendment”);
WHEREAS, the Original Agreement and the Amendment provides XXXXXX HOLDING with certain rights and licenses to patents and other intellectual property that cover ULURU’s product, Altrazeal®, including exclusive registration, marketing, promotion, sale and distribution rights in specified countries;
WHEREAS, pursuant to the Original Agreement and the Amendment, ULURU retains the right, and has an obligation, to manufacture and supply the Products to XXXXXX HOLDING; and
WHEREAS, ULURU and XXXXXX HOLDING now wish to cancel the Amendment, that XXXXXX HOLDING shall return to ULURU the grant of exclusive rights to additional territories, attached as Exhibit F herein, the reduction to the royalty payable on net sales, and the adjustment to the purchase price of Altrazeal® for the territory.
AGREEMENT
NOW, THEREFORE ULURU and XXXXXX HOLDING agree as follows:
|
1.
|
Definitions. Unless otherwise expressly defined herein, all capitalized terms used herein have the meaning ascribed to them in the Original Agreement. The term “Agreement” means the Original Agreement as amended by this Amendment No. 2.
|
|
2.
|
No other Changes; Consolidated Agreement. All other terms and conditions of the Original Agreement are hereby confirmed and shall remain in full force and effect. In the event of any conflict with the provisions of this Amendment and any provisions of the Original Agreement, the provisions of this Amendment shall control. Upon the request of either Party, the Parties shall prepare an Amended and Restated License and Supply Agreement that incorporates the terms of this Amendment into the Original Agreement and eliminates all terms in the Original Agreement that have been rendered obsolete or unnecessary due to this Amendment.
|
|
3.
|
Multiple Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. Facsimile or PDF signatures of this Amendment shall have the same force and effect as an original signature.
|
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their respective duly authorized representatives as of the date first above written:
|
XXXXXX HOLDING AG
|
|
|||
|
By:
|
/s/ Xxxxxx Xxxxxxxxxxxx
|
By:
|
/s/ Xxxxx X. Xxxx
|
|
|
Name:
|
Xxxxxx Xxxxxxxxxxxx
|
Name:
|
Xxxxx X. Xxxx
|
|
|
Title:
|
Chairman
|
Title:
|
President & Chief Executive Officer
|
|
EXHIBIT F
Additional Territories
Asia and Pacific
|
·
|
Excluding China, Hong Kong, Macau, Taiwan, South Korea and Japan
|
|
·
|
Excluding Australia and New Zealand
|
Slovenia
