|PHONE NO. : 00442076811314||13 DEC. 2006 01: 58 PM P1|
This is an amendment to the Research, Development and License Agreement (R&L AGREEMENT) entered into on August 15, 2005, by and between Lipoxen Technologies Limited, a company registered in England and [ILLEGIBLE] with company number 03401495 and having its registered office at suit [ILLEGIBLE] WC1H [ILLEGIBLE] (LIPOXEN); [ILLEGIBLE] Healthcare SA (BHSA), a corporation organized and existing under the laws of Switzerland, and Baxter Healthcare Corporation (BHC) having its principal place of business at One [ILLEGIBLE] Parkway, [ILLEGIBLE], [ILLEGIBLE]
WHEREAS, LIPOXEN has [***] to the terms of Article 2.3 of the R&L AGREEMENT before the ACCEPTANCE DATE (as defined in the R&L AGREEMENT), and specifically by December 13, 200 [ILLEGIBLE];
WHEREAS, [***] provided that the R&L AGREEMENT [***] as provided below:
ACCORDINGLY, BAXTER and LIPOXEN agree to the following amendments and modifications of the R&L AGREEMENT:
|1.||Replace Article 2.1 with the following:|
In General BAXTER [ILLEGIBLE] LIPOXEN with[***] or other THERAPEUTIC AGENTS to [ILLEGIBLE] developing DELIVERY AGENTS and POTENTIAL PRODUCTS to be utilized by BAXTER in its research and development activities to [***] other THERAPEUTIC AGENT. BAXTER shall as soon as possible after the EFFECTIVE DATE provide all of the BAXTER KNOW-HOW to LIPOXEN. At BAXTERs sole discreation BAXTER may or may not provide to LIPOXEN data [ILLEGIBLE] by BAXTER in [***] other THERAPEUTIC AGENTS, including data relating [ILLEGIBLE] the [***] (and protocols on the various techniques used), [***] [ILLEGIBLE] [***] stability data (including native proteins) and publications (patent and research papers).
FROM : [ILLEGIBLE]
|PHONE NO. : 00442076811314||13 DEC. 2006 01 : 59 PM P2|
|2.||Add the following definition 1.75:|
THIRD PARTY PRODUCT means a product brought to the market by a third party which contains a THERAPEUTIC AGENT [***], (i) which product competes with a COMMERCIAL PRODUCT and (ii) which product does not infringe a VALID PATENT CLAIM.
|3.||Amend Article 8.3 by adding the statement, and the term for paying such royalty [***] after [***] , and add the following paragraph between the first and second paragraphs:|
The ROYALTY RATE shall [***] respect of COMMERCIAL PRODUCTS sold or supplied in a country where there exists a THIRD PARTY PRODUCT. In the event LIPOXEN and BAXTER [***] whether such THIRD PARTY PRODUCT infringes a VALID PATENT CLAIM, [***] LIPOXEN [***] and if LIPOXEN elects to bring an action against such THIRD PARTY PRODUCT [ILLEGIBLE] that such THIRD PARTY PRODUCT infringes a VALID PATENT CLAIM. In the event LIPOXEN succeeds [ILLEGIBLE] such action [***] LIPOXEN, which sums LIPOXEN [***] BAXTER.
|4.||Amend Article 8.4 by adding the following sentence:|
In the event a THIRD PARTY PRODUCT is sold or supplied in a country in which a COMMERCIAL PRODUCT is sold or supplied then BAXTERs [***] FIRST COMMERCIAL SALE. In the event LIPOXEN and BAXTER [***] as to whether such THIRD PARTY PRODUCT infringes a VALID PATENT CLAIM, then [***] LIPOXEN [***] when and if LIPOXEN elects to bring an action against such THIRD
FROM : [ILLEGIBLE]
|PHONE NO. : 00442076811314||13 DEC. 2006 01 : 59 PM P3|
PARTY PRODUCT asserting that such THIRD PARTY PATENT infringes a VALID PATENT CLAIM. In the event LIPOXEN action then [***] All capitalized terms used herein which are not specifically defined in this Amendment shall have the meaning [ILLEGIBLE] forth in the R&L AGREEMENT.
|5.||The remaining terms of the R&L AGREEMENT shall remain in full force and [ILLEGIBLE].|
|6.||This Amendment may be executed in more than one counterpart, each of which constitutes an original and [ILLEGIBLE] of which together shall constitute one enforceable agreement. For purposes of this Amendment and any other document required to be delivered pursuant to this Amendment, [ILLEGIBLE] of signatures shall be deemed to be original signatures. In addition, if any one of the PARTIES sign facsimile copies of this Amendment, such copies shall be deemed originals|
IN WITNESS WHEREOF, the PARTIES hereto have caused their authorized representatives to execute this Amendment by signing below:
|For and on behalf of:||For and on behalf of:|
|Lipoxen||Baxter Healthcare Corporation|
|Name:||M. Scott Maguire||Name:||Joy A. Amundson|
Corporate Vice President,
|For and on behalf of:|
|BAXTER HEALTHCARE SA|
|Name:||F. de Freine||Rebecca Binggeli|
Baxter Healthcare SA
Director of Tax, Europe
Baxter Healthcare SA
Dec. 13, 2006