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EXHIBIT 10.3(c)
THIRD AMENDMENT TO AGREEMENT
This Third Amendment to Agreement ("Third Amendment"), is made by and
between Atrix Laboratories, Inc., a Delaware corporation ("Atrix") with its
principal place of business at 2579 Midpoint Drive, Fort Collins, Colorado
80525-4417, and Block Drug Corporation, a New Jersey corporation ("Block") with
its principal place of business at 105 Academy Street, Jersey City, New Jersey
07302-9988, as of this 4th day of February, 1998, with respect to that certain
Agreement dated as of December 16, 1996 (the "Agreement") between Atrix and
Block, as amended by that certain First Amendment to Agreement dated as of June
10, 1997, and as further amended by that certain Second Amendment to Agreement
dated as of July 31, 1997.
WHEREAS, the parties desire to further amend the Agreement on the terms
and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby amend
the Agreement as follows:
1. Section 3.02(a)(i) is amended to read as follows:
(i) following receipt by Block of Notice from Atrix that
the FDA has issued an Approvable Letter for the NDA
for Atridox(TM) with the following indication:
"Atridox(TM) is indicated for gain in clinical
attachment and reduction in probing depth in patients
with chronic adult periodontitis" (the "Atridox(TM)
NDA"), the sum of [**] if said Approvable Letter is
issued on or before June 30, 1998, or [**] if said
Approvable Letter is issued after June 30, 1998.
2. Section 8.04(a) of the Agreement is amended to read as follows:
(a) Subject to the provisions of the following sections
8.04(a)(i) and 8.04(a)(ii), each party shall pay
fifty percent (50%) of the cost of all Developments
approved by Block (the "Development Expenses").
(i) Notwithstanding the provisions of section
8.04(a), Atrix shall be solely responsible
for payment of the first [**] of Development
Expenses incurred in connection with
Developments covered by the Agreement,
thereafter; Block shall be responsible for
payment of fifty percent (50%) of
Development Expenses for such Developments.
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** Confidential Treatment Requested by Atrix on March 23, 1999
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(ii) The Steering Committee shall solicit bids
from Atrix and from third parties and
determine which is the most appropriate and
award the contract for the Development to
the successful bidder.
3. In the event that the Approvable Letter for the Atridox(TM)
NDA is not issued by the FDA on or before June 30, 1998, then
the terms and conditions of Paragraphs 1 and 2 of this Third
Amendment shall be null and void and the original terms and
conditions of Sections 3.02(a)(i) and 8.04 of the Agreement
shall be reinstated, effective as of the date of this Third
Amendment.
4. All capitalized terms used and not otherwise defined herein
shall have the same meanings as set forth in the Agreement.
5. Except as expressly modified by the terms hereof, the terms
and provisions of the Agreement shall remain in full force and
effect as originally written.
6. Signatures on this Third Amendment may be communicated by
facsimile transmission and shall be binding upon the parties
transmitting the same by facsimile transmission. Counterparts
with original signatures shall be provided to the other party
within five (5) days of the applicable facsimile transmission;
provided, however, that failure to provide the original
counterpart shall have no affect on the validity or binding
nature of this Third Amendment. If executed in counterparts,
this Third Amendment will be as effective as if simultaneously
executed.
IN WITNESS WHEREOF, the parties hereto have executed this Third
Amendment as of the date first written above.
ATRIX LABORATORIES, INC. BLOCK DRUG CORPORATION
By /s/ John E. Urheim By /s/ Michael C. Alfano
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John E. Urheim, Vice Chairman Michael C. Alfano, Senior Vice
and Chief Executive Officer President Research and Technology