Exhibit 10.12
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FROM:[ILLEGIBLE] | | PHONE NO. : 00442076811314 | | 13 DEC. 2006 01: 58 PM P1 |
AMENDMENT
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 BAXTER’s 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).”
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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 BAXTER’s [***] 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
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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:
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| Signed: | | | | | | |
| For and on behalf of: | | | | For and on behalf of: | | |
| Lipoxen | | | | Baxter Healthcare Corporation | | |
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| Signature | | /s/ M. Scott Maguire | | | | Signature | | /s/ Joy A. Amundson | | |
| Name: | | M. Scott Maguire | | | | Name: | | Joy A. Amundson | | |
| Title: | | CEO | | | | Title: | | Corporate Vice President, President BioScience | | |
| Signed: | | | | | | | | | | |
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| For and on behalf of: | | | | |
| BAXTER HEALTHCARE SA | | | | |
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| Signature | | /s/ F. de Freine | | | | | | /s/ Rebecca Binggeli | | |
| Name: | | F. de Freine | | | | | | Rebecca Binggeli | | |
| Title: | | Finance Director Baxter Healthcare SA | | | | | | Director of Tax, Europe Baxter Healthcare SA | | |
Dec. 13, 2006
