Exhibit 10.5
Agreement No. 96-0155A
AMENDMENT TO LICENSE AGREEMENT
This Amendment to License Agreement ("Amendment") is made effective as of
the 31st day of October, 1996, by and between the Wisconsin Alumni Research
Foundation ("XXXX"), a nonstock, nonprofit Wisconsin corporation, and Discovery
Laboratories, Inc. ("Discovery"), a corporation organized and existing under the
laws of Delaware.
WHEREAS, XXXX and Discovery entered into a license agreement effective
September 6, 1996 (the "Agreement");
WHEREAS, the parties would like to amend the Agreement as set forth below;
NOW, THEREFORE, in consideration of the mutual promises set forth below and
in the Agreement, the parties agree as follows:
1. Section 2C of the Agreement is amended to read as follows:
C. Option.
XXXX hereby grants Discovery an option to expand the Licensed
Territory on a country by country basis to include all countries of the
world except Japan by paying the appropriate option fees on the schedule
set forth in Section 3C of this Agreement.
2. Section 3C(iii) of the Agreement is deleted and replaced with:
(iii) Discovery agrees to pay to XXXX option fees as set forth below
for the addition of Argentina, Spain, Portugal and Korea to the Licensed
Territory:
Country Option Fee
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Argentina $ 10,000
Spain $ 170,000
Portugal $ 50,000
Korea $ 15,000
Upon payment of each option fee above, the Licensed Territory shall be
expanded to include the associated country. Upon payment of the fourth and
final option fee set forth above, the Licensed Territory shall be expanded
to include all countries of the world except Japan. Such fees shall be paid
prior to commencement of any Product development in such countries. But in
no event may the option fees under this Section 3C(iii) be made later than
January 1, 2002. In addition, any reference to Section 3C(iii) contained in
Section 9 is hereby deleted.
3. Section O. of Appendix A of the Agreement is amended to read as follows:
"Licensed Territory" shall be limited to the Western Hemisphere (which
shall mean the half of the earth including North America, Latin America and
South America) but may be expanded on a country by country basis to include
all of the countries of the world except Japan pursuant to Section 3C of
this Agreement.
4. All other forms and conditions of the Agreement shall remain the same.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment on
the dates indicated below.
WISCONSIN ALUMNI RESEARCH FOUNDATION
By: Date: , 19
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Xxxxxxx X. Xxxxxx, Managing Director
DISCOVERY LABORATORIES, INC.
By: Date: , 19
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Name and Office:
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Approved in form only for execution (not a signatory to this agreement):
/s/ Xxxxxxxxx X.X. Xxxxxx Oct. 31, 1996
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Xxxxxxxxx X.X. Xxxxxx, Esq.
Xxxxxxx & Xxxxx
