[EXHIBIT 99.5.2]
AMENDMENT
AMENDMENT, dated as of April 22, 1998 (this "Amendment"), to the
International License Agreement, effective as of June 28, 1996 (the
"Agreement") by and between Warner-Lambert Company, a Delaware corporation
("Warner-Lambert"), and Pfizer Inc., a Delaware corporation ("Pfizer").
Capitalized terms not otherwise defined herein have the meanings set forth
in the Agreement.
WHEREAS, Warner-Lambert has assigned certain of its rights and
obligations under the Agreement to Warner-Lambert Export Limited, a
company organized and existing under the laws of Ireland ("Export"), in
accordance with the Assignment and Assumption Agreement dated as of
November 1, 1996; and
WHEREAS, Pfizer has assigned certain of its rights and obligations
under the Agreement to Pfizer Overseas Inc., a corporation organized and
existing under the laws of Delaware ("Pfizer Overseas"); and
WHEREAS, upon this Amendment becoming effective, the parties have
agreed that certain provisions of the Agreement be amended in the manner
provided for in this Amendment;
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE I - AMENDMENTS
SECTION 1.01. Amendment of Exhibit A. Exhibit A of the Agreement is
hereby amended by inserting the country "Morocco" below the country
"Iceland" and above the country "Norway" under Category 1.
ARTICLE II - ADDITIONAL AGREEMENTS
SECTION 2.01. Sales Minimums.
(a) Solely in Morocco, Pfizer Overseas agrees that aggregate
Net Sales in Morocco shall equal at least U.S.$71,429, U.S.$857,143
and U.S.$1,787,714, respectively, for each of the first three
Agreement Years for Morocco. In the event Pfizer Overseas or its
Affiliates does not achieve such sales minima during any of the first
three Agreement Years, Pfizer Overseas shall pay to Export, within 60
days after the end of such Agreement Year, an amount calculated as
follows: the difference between 14% of Net Sales for the Agreement
Year in which the shortfall occurred and (i) U.S.$10,000 in Agreement
Year One, (ii) U.S.$120,000 in Agreement Year Two, and (iii)
U.S.$250,000 in Agreement Year Three.
(b) For example, if Pfizer Overseas achieved Net Sales equal to
U.S.$60,000 in Agreement Year One, Pfizer Overseas would owe Export
an amount equal to $1,600 (i.e., $10,000 minus ($60,000 X 14%)).
SECTION 2.02. Termination of Exclusive License Rights.
(a) If Pfizer Overseas or its Affiliates, as the case may be,
does not achieve Net Sales in Morocco equal to at least
U.S.$2,000,000 during the period beginning 24 months and ending 36
months after the Launch Date for Morocco, and if applicable Laws or
Governmental or Regulatory Authority, as the case may be, do not
allow the transfer of the Manufacturing Authorization from Pfizer
Overseas to Export, or its Affiliate, at such time, Export may elect,
in its sole discretion, (i) to continue unchanged its relationship
with Pfizer Overseas for Morocco as provided in this Amendment and
any other applicable agreements or (ii) renegotiate such relationship
as further provided in this Section 2.02(a). In the event that Export
shall elect to renegotiate such relationship as provided in the
foregoing clause (ii), Export or its Affiliates shall have the right
to promote and detail the Product in Morocco on such commercially
reasonable terms and conditions (including as to exclusivity) as
shall be negotiated between the parties in good faith; provided that
under any such renegotiated relationship, Pfizer Overseas or its
Affiliates shall have the right to continue its current manufacturing
and/or packaging, distribution and sale of the Product in Morocco.
(b) If Pfizer Overseas or its Affiliates, as the case may be,
does not achieve Net Sales in Morocco equal to at least
U.S.$2,000,000 during the period beginning 24 months and ending 36
months after the Launch Date for Morocco, and if applicable Laws or
Governmental or Regulatory Authority, as the case may be, allow the
transfer of the Manufacturing Authorization from Pfizer Overseas to
Export, or its Affiliate, at such time, Export may elect, in its sole
discretion, (i) to terminate the exclusive license granted to Pfizer
Overseas in Morocco and retain all rights to promote, detail and
distribute the Product exclusively in Morocco; or (ii) to agree with
Pfizer to promote and detail the Product in Morocco in accordance
with the International Co-Promotion Agreement dated as of June 28,
1996, as amended. In the event Pfizer elects not to continue such
manufacturing and/or packaging and distribution activities, as the
case may be, Pfizer agrees to use its best efforts to transfer
promptly the Manufacturing Authorization to such party designated by
Export, in its sole discretion, so as to not materially disrupt
Export's or its designee's ability to distribute the Product in
Morocco.
(c) Export's rights under this Section 2.02 shall be in
addition to, and shall not be in limitation of, its rights under
Section 2.01.
(d) The parties shall agree to execute any other documents or
undertake any further actions as may be reasonably necessary to
effectuate the provisions of this Section 2.01.
SECTION 2.03. Methods of Calculation.
(a) For purposes of calculating Net Sales in Morocco under
Section 2.01 and 2.02 above, the parties agree as follows:
(i) the currency exchange rate shall be 9.36 Dirhams per
U.S.$1.00; and
(ii) the manufacturer selling price for the Product is equal to
8.90 Dirhams per 10 mg. tablet.
(b) In the event that the actual (1) currency exchange rate in
Morocco or (2) the manufacturer selling price of the 10 mg. tablet of
the Finished Product shall be greater than or less than by more than
15% the rate or price, as the case may be, set forth in Section
2.03(a) above, the parties agree to appropriately renegotiate, in
good faith, the sales minima set forth in Sections 2.01 and 2.02
above.
ARTICLE III - MISCELLANEOUS
SECTION 3.01. No Other Amendments; Confirmation. Except as expressly
amended, waived, modified and supplemented hereby, the provisions of the
Agreement are and shall remain in full force and effect.
SECTION 3.02. Governing Law. This Amendment shall be governed by and
construed in accordance with the law of the State of New York other than
those provisions governing conflicts of law.
SECTION 3.03. Headings. The headings used in this Amendment have been
inserted for convenience of reference only and do not define or limit the
provisions hereof.
SECTION 3.04. Third Party Beneficiaries. None of the provisions of
this Amendment shall be for the benefit of or enforceable by any third
party, including, without limitation, any creditor of either party hereto.
No such third party shall obtain any right under any provision of this
Amendment or shall by reason of any such provision make any claim in
respect of any debt, liability or obligation (or otherwise) against either
party hereto.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
officers, have executed this Amendment as of the date first written above.
WARNER-LAMBERT PFIZER OVERSEAS INC.
EXPORT LIMITED
By: /s/ Paul V. Breen By: /s/ Mohand Sidi Said
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Name: Paul V. Breen Name: Mohand Sidi Said
Title: Managing Director Title: Vice President