Exhibit 10.14
CRITICAL THERAPEUTICS, INC.
AND
XXXXXX LABORATORIES
AMENDMENT NO. 1 RELATING TO
THE LICENSE AGREEMENT DATED DECEMBER 18, 2003
THIS AMENDMENT NO. 1 is made the 13th day of April, 2005
BETWEEN:
(1) CRITICAL THERAPEUTICS, INC., a corporation organized under the laws of
the State of Delaware, and with its principal office at 00 Xxxxxxxx
Xxxxx, Xxxxxxxxx, XX 00000 ("CTI"); and
(2) XXXXXX LABORATORIES, a corporation organised under the laws of the
State of Illinois, and having its principal office at 000 Xxxxxx Xxxx
Xxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 ("ABBOTT")
RECITALS:
(A) CTI and Abbott entered into a License Agreement dated December 18, 2003
("Original Agreement").
(B) CTI has moved its principal office from 000 Xxxxxxxxxxxxx Xxxxxx, 00xx
Xxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 to the principal office stated
above.
(C) CTI and Abbott have agreed to amend the Original Agreement by and upon
the terms of this Amendment No. 1.
OPERATIVE PROVISIONS:
1 INTRODUCTION, DEFINITIONS AND INTERPRETATION
1.1 This Amendment No. 1 is supplemental to the Original Agreement.
1.2 In this amendment, the expression "THIS AMENDMENT NO. 1" shall mean
this Amendment No. 1, including its recitals and schedules.
1.3 Except where expressly provided to the contrary in this Amendment
No. 1:
1.3.1. all capitalised terms used in this Amendment No. 1 shall have
the same meanings as are assigned thereto in the Original
Agreement, as amended by this Amendment No. 1; and
1.3.2. this Amendment No. 1 shall be interpreted in the same manner
as the Original Agreement.
1.4 Reference to articles or sections herein are to articles or sections in
the Original Agreement.
2 AMENDMENTS
The parties agree that with effect from the Amendment No. 1 Date, the Original
Agreement is hereby amended as follows:
2
2.1 Article 1 shall be amended by the addition of the following
definitions:
""Amendment No. 1 Date" shall mean April 13, 2005."
2.2 Section 2.1 (ii), second line, shall be amended by the replacement of
the word "Patents" with the term "Patent Rights".
2.3 Section 2.1 (ii) shall be further amended by the insertion of the words
"(as such terms are defined in the License Agreement)" between the
words "Know How" and "pursuant to the License Agreement".
3 NO OTHER AMENDMENT; CONFIRMATION
Save as amended by this Amendment No. 1, the parties hereto confirm that the
Original Agreement shall continue in full force and effect in all respects.
4 COUNTERPARTS
This Amendment No. 1 may be signed in any number of counterparts with the same
effect as if the signatures to each counterpart were upon a single instrument,
and all such counterparts together shall be deemed an original of this Amendment
No. 1.
IN WITNESS whereof the parties have executed and delivered this Amendment No 2
the date first above written.
SIGNED
/s/ Xxxxxx Xxxxxxxx
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for and on behalf of
CRITICAL THERAPEUTICS, INC.
SIGNED
/s/ Xxxxxxx X. Xxxxxx, Ph.D.
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for and on behalf of
XXXXXX LABORATORIES
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