Agreement Amendment No. 2, dated as of July 31, 2009, to the License Agreement by and among Elan Pharmaceutical Research Corp., d/b/a Nanosystems and Elan Pharma International Limited and Janssen Pharmaceutica N.V. dated as of March 31, 1999, as amended by the First Amendment, dated as of July 31, 2003
|
|
| Exhibit 10.2 |
In accordance with Item 601(b)(2)(ii) of Regulation S-K, certain information (indicated by “[**]”) has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.
“Agreement Amendment No. 2”
[17 March, 2011]
Janssen Pharmaceutica N.V.
Turnhoutseweg 30
B-2340 Beerse
Belgium
Elan Drug Delivery, Inc.
3500 Horizon Drive
King of Prussia, PA 19046
USA
Dear Sirs
| RE: | License Agreement dated March 31, 1999 (the “Agreement”), as amended by letter amendment of July 31, 2003, between Elan Drug Delivery, Inc. (successor in interest in and to Elan Pharmaceutical Research Corp., d/b/a Nanosystems (“EDDI”) and Elan Pharma International Limited (“EPIL”) (EDDI and EPIL collectively hereinafter referred to as “Elan”) and Janssen Pharmaceutica N.V. (“Janssen”) |
Elan and Janssen hereby agree that with effect from July 31, 2009 this Agreement Amendment No. 2 (“Agreement Amendment No. 2 Effective Date”) the Agreement shall be amended as follows:
| 1. | All references in the Agreement to EPRC shall read EDDI. All references to NANO shall read Elan. |
| 2. | Article 22 Elan contact details only - shall be deleted and replaced with the following: |
|
| If to Elan: | Elan Pharma International Limited |
|
| EPIL Letter to Janssen and EDDI of 23 July 2009 |
|
| Amendment No 2 to license dated 31 March 1999, as amended |
In accordance with Item 601(b)(2)(ii) of Regulation S-K, certain information (indicated by “[**]”) has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.
|
|
| Monksland, Athlone, County Westmeath, Ireland
| |
|
|
|
| |
|
|
| Attention: | Vice President & Legal Counsel |
|
|
| Telefax: | 00 353 90 64 95402
|
|
|
|
| |
|
| With a copy to: | Elan Drug Delivery, Inc. | |
|
|
| 3500 Horizon Drive, King of Prussia, PA 19406, | |
|
|
| USA |
|
|
|
|
| |
|
|
| Attention: | President |
|
|
| Telefax: | 001 ###-###-#### |
| 3. | Patent Schedules |
| 3.1 | Exhibit A: Nano Patents shall be deleted and replaced with Exhibit A: Nano Patents — Updated January, 2011, attached hereto. |
Exhibit B: Selection Patents shall be deleted and replaced with Exhibit B Selection Patents — Updated January 2011, attached hereto.
| 4. | Defined texts used in this Agreement Amendment No. 2 shall have the meaning assigned to them in the Agreement unless such terms are expressly defined in this Agreement Amendment No. 2. All other provisions of the Agreement not amended herein shall remain unchanged and in full force and effect. |
| Yours faithfully, |
| |
|
|
| |
| Signed on behalf of: |
| |
| Elan Pharma International Limited
|
| |
|
|
| |
| /s/ William Daniel |
| |
| Name: | William Daniel |
|
| Title: | Director |
|
| Date: | 1 April 2011 |
|
Agreed and accepted for and on behalf of
Elan Drug Delivery, Inc. successor in interest in and to Elan Pharmaceutical Research Corp., d/b/a Nanosystems
2
In accordance with Item 601(b)(2)(ii) of Regulation S-K, certain information (indicated by “[**]”) has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.
|
|
|
| /s/ David Czekai |
|
| Name: David Czekai |
|
| Title: VP and GM |
|
| Date: 18 Apr 2011
|
|
|
|
|
| Accepted for and on behalf of: |
|
| Janssen Pharamceutica N.V.
|
|
|
|
|
|
|
|
| /s/ Ludo Lauwers |
|
| Name: Ludo Lauwers |
|
| Title: Senior Vice President, Site Management |
|
| Date: 17 March 2011
|
|
|
|
|
|
|
|
| /s/ Dirk Collier |
|
| Member of the Board |
|
3
In accordance with Item 601(b)(2)(ii) of Regulation S-K, certain information (indicated by “[**]”) has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.
Exhibit A: Nano Patents—Updated January, 2011
[**]
4
In accordance with Item 601(b)(2)(ii) of Regulation S-K, certain information (indicated by “[**]”) has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.
[Exhibit B: Selection Patents—Updated July 31, 2009]
[**]
5
