1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED.
EXHIBIT 10.43
AMENDMENT NO. 1 TO LICENSE AGREEMENT
This Amendment ("Amendment") is entered into as of the ____ day of
_________, 1998 (the "Effective Date") by and between RiboGene Inc., a Delaware
corporation ("RiboGene"), and Dainippon Pharmaceutical Co., Ltd.
("Dainippon"), a corporation organized under the laws of Japan.
Recitals
Whereas, Dainippon desires to purchase two hundred thirty thousand
(230,000) shares of RiboGene common stock and RiboGene desires to sell such
common stock to Dainippon at a price of US$.001 per share; and
Whereas, in partial consideration of the sale of shares to Dainippon
the parties desire to amend the License Agreement to reflect an increase in the
royalties payable to RiboGene;
Now, Therefore, in consideration of the foregoing and the covenants and
promises contained herein and in the License Agreement, the parties agree to
amend the License Agreement as follows:
1. Section 5.2(a) of the License Agreement shall be amended to read as follows:
5.2 Royalties.
(a) Royalty Payments. Dainippon shall pay to RiboGene a
royalty on Net Sales as follows:
Royalty Rate in Percent (%) Payable on portion of annual Net Sales
(in US$ millions)
[*]
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
1.
2
In Witness Whereof, both Dainippon and RiboGene have executed this Amendment, in
duplicate originals, by their respective officers hereunto duly authorized, as
of the Effective Date.
RiboGene, Inc. Dainippon Pharmaceutical Co., Ltd.
By:_______________________ By:__________________________
Name: Xxxxxxx X. Xxxxxxxxx Name: Takeshi Tomotake
Title: Chairman, President and Title: President
Chief Executive Officer
2.
