Exhibit 10.39
FIRST AMENDMENT TO PATENT SECURITY AGREEMENT
THIS FIRST AMENDMENT TO PATENT SECURITY AGREEMENT (the "Amendment") is
entered into as of this 29th day of May, 2001 by and between UNIGENE
LABORATORIES, INC., a Delaware corporation, having its principal place of
business at 110 Little Falls Road, Fairfield, New Jersey 07004 (the "Company"),
and Jay Levy, a resident of New Jersey (the "Secured Party").
WITNESSETH:
WHEREAS, the Company and the Secured Party are parties to that certain
Patent Security Agreement dated as of March 13, 2001 (the "Agreement") pursuant
to which the Company has granted the Secured Party a security interest in
certain of its patents and patent applications to secure payment by the Company
of the Obligations (as defined in the Agreement); and
WHEREAS, the Secured Party has agreed to loan the Company $300,000
contemporaneously with execution and delivery hereof (the "Current Loan"); and
WHEREAS, in order to more fully secure the payment of the Current Loan and
the other Obligations, the Company and the Secured Party desire to add a certain
patent application to the Collateral (as defined in the Agreement) by amending
the Agreement on the terms set forth herein.
NOW, THEREFORE, in consideration of the premises, the mutual promises made
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Amendment. The Agreement is hereby amended by deleting Exhibit A attached
thereto in its entirety and substituting therefore Exhibit A attached to this
Amendment.
2. No Other Changes. Except as expressly amended hereby, all of the terms and
conditions of the Agreement remain in full force and effect.
3. Applicable Law. This Amendment shall be construed in accordance with and
governed by the laws of the State of New Jersey without giving effect to
conflicts of laws principles.
4. Counterparts. This Amendment may be executed in two or more counterparts,
each of which shall constitute an original and all of which shall constitute the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on the day and year first above written.
UNIGENE LABORATORIES, INC.
By: /s/ Ronald S. Levy
---------------------------------------
Name: Ronald S. Levy
Title: Executive Vice President
/s/ Jay Levy
---------------------------------------
JAY LEVY
EXHIBIT A
UNIGENE U.S. Patent Rights
--------------------------
Patent # Title Date of Patent
- -------- ----- --------------
US 4,689,220 Immunization by Immunogenic Implant Aug. 25, 1987
US 4,708,934 Alpha-Amidation Enzyme Nov. 24, 1987
US 5,789,234 Expression Systems for Amidating Enzyme Aug. 04, 1998
US 5,912,014 Oral Salmon Calcitonin Pharmaceutical Products June 15, 1999
US 6,086,918 Oral Peptide Pharmaceutical Products July 11, 2000
US 6,103,495 Direct Expression of Peptides into Culture Media Aug. 15, 2000
(Divisional 1)
US 6,210,925 Direct Expression of Peptides into Culture Media April 3, 2001
(Divisional 2)
Application Filing Date:
#09/776,537 Nasal Calcitonin Formulations February 2, 2000
Application
#09/780870 Direct Expression of Peptides into Culture Media Filing Date:
(Divisional 3) February 9, 2001
Application
#09/780643 Direct Expression of Peptides into Culture Media Filing Date:
(Divisional 4) February 9, 2001
Application
#60/250055 Oral Peptide Pharmaceutical Products Filing Date:
(Provisional) November 30, 2000