AMENDMENT NO. 3 TO LICENSE AND SUPPLY AGREEMENT
Exhibit 10.18.4
AMENDMENT NO. 3 TO LICENSE AND SUPPLY AGREEMENT
This Amendment No. 3 to License and Supply Agreement (this “Amendment”) is entered into and effective as of February 2, 2014, (the “Amendment Date”), by and between ULURU Inc., a Nevada corporation having an address at 0000 Xxxxxxx Xxxxx, Xxxxxxx, XX 00000, XXX (“ULURU”), XXXXXX HOLDING AG, a corporation organized and existing under the Laws of Switzerland and having an address at Xxxxx 00, XX0000 Xxxxxxxxx (“XXXXXX HOLDING”), and ALTRAZEAL AG, a corporation organized and existing under the Law of Switzerland and have an address at Xxxxx 00, XX 0000 Xxxxxxxxx (“ALTRAZEAL AG”). (each of ULURU, XXXXXX HOLDING, and ALTRAZEAL AG, 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 and ULURU and ALTRAZEAL AG are parties to that certain Exclusive License and Supply Agreement, dated as of September 30, 2013 (the “Original Agreements”);
WHEREAS, ULURU AND XXXXXX HOLDING executed that certain Amendment No. 1 to the License and Supply Agreement, effective as of December 21, 2012 and that certain Amendment No. 2 to the License and Supply Agreement, effective as of December 21, 2012 (the “Xxxxxx Amendments”);
WHEREAS, ULURU AND ALTRAZEAL AG executed that certain Amendment No. 1 to the Exclusive License and Supply Agreement, effective as of February 1, 2014 (the “AG Amendments”);
WHEREAS, the Original Agreements, the Xxxxxx Amendments, and the AG Amendments provides each 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 Agreements, the Xxxxxx Amendments, and the AG Amendments, ULURU retains the right, and has an obligation, to manufacture and supply the Products to XXXXXX HOLDING and ALTRAZEAL AG; and
WHEREAS, the Parties now wish to revise and amend the grant of exclusive rights to certain territories, attached as Exhibit F herein, by and between XXXXXX HOLDING and ALTRAZEAL AG.
AGREEMENT
NOW, THEREFORE ULURU, XXXXXX HOLDING, and ALTRAZEAL AG agree as follows:
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1.
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Definitions. Unless otherwise expressly defined herein, all capitalized terms used herein have the meaning ascribed to them in the Original Agreements.
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2.
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No other Changes; Consolidated Agreement. All other terms and conditions of the Original Agreements 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 Agreements, 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 Agreements and eliminates all terms in the Original Agreements that have been rendered obsolete or unnecessary due to this Amendment.
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3.
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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.
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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:
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XXXXXX HOLDING AG
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By:
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/s/ Xxxxxx Xxxxxxxxxxxx
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By:
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/s/ Xxxxx X. Xxxx
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Name:
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Xxxxxx Xxxxxxxxxxxx
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Name:
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Xxxxx X. Xxxx
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Title:
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Chairman
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Title:
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President and Chief Executive Officer
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ALTRAZEAL AG
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By:
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/s/ Xxxxxx Xxxxxxxxxxxx
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Name:
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Xxxxxx Xxxxxxxxxxxx
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Title:
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Chief Executive Officer
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By:
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/s/ Xxxxx Xxxxxx
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Name:
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Xxxxx Xxxxxx
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Title:
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EXHIBIT F
Exchange of Territories
Territories transferred from XXXXXX HOLDING AG to ALTRAZEAL AG
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·
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Jordan
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·
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Syria
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Territories transferred from ALTRAZEAL AG to XXXXXX HOLDING AG
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·
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Albania
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·
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Bosnia
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·
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Croatia
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·
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Kosovo
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·
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Macedonia
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·
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Montenegro
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·
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Serbia
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For illustration purposes, after such transfer of territories, the following is a listing of territories for each of the parties:
ALTRAZEAL AG
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Africa
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** Excluding North Africa and French Speaking Africa
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Latin America
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Georgia
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Turkmenistan
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Ukraine
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Commonwealth of Independent States
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Asia and Pacific
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** Excluding China, Hong Kong, Macau, Taiwan, South Korea, and Japan
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** Excluding Australia and New Zealand
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Middle East:
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Jordan
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Syria
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XXXXXX HOLDING AG
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Europe:
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Middle East:
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Austria
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Bahrain
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Belgium
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Egypt
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Bulgaria
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Kuwait
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Cyprus
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Oman
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Czech Republic
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Quatar
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Denmark
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Saudi Arabia
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Estonia
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UAE
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Finland
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France
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North Africa / French Speaking Africa:
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Germany
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Algeria
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Hungary
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Angola
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Ireland
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Cote dİvorie
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Italy
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Equatorial Guinea
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Latvia
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Gaban
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Lithuania
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Lybia
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Malta
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Morocco
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Netherlands
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Namibia
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Norway
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Tunesia
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Poland
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Portugal
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Ex-Jugoslavia
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Romania
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Albania
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Spain
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Bosnia
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Sweden
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Croatia
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Switzerland
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Kosovo
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United Kingdom
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Macedonia
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Montenegro
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Asia and Pacific
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Serbia
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Australia
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Slovakia
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New Zealand
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Slovenia
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