Agreement Amendment No. 2
Exhibit 10.25
Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Securities and Exchange Commission.
“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
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| EPIL Letter to Janssen and EDDI of 23 July 2009 |
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| Amendment No 2 to license dated 31 March 1999, as amended |
Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Securities and Exchange Commission.
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| Monksland, Athlone, County Westmeath, Ireland | |
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| Attention: | Vice President & Legal Counsel |
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| Telefax: | 00 353 90 64 95402 |
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| With a copy to: | Elan Drug Delivery, Inc. | |
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| 3500 Horizon Drive, King of Prussia, PA 19406, | |
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| USA |
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| Attention: | President |
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| 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, |
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| Signed on behalf of: |
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| Elan Pharma International Limited |
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| /s/ William Daniel |
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| Name: | William Daniel |
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| Title: | Director |
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| Date: | 1 April 2011 |
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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
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Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Securities and Exchange Commission.
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| /s/ David Czekai |
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| Name: David Czekai |
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| Title: VP and GM |
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| Date: 18 Apr 2011 |
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| Accepted for and on behalf of: |
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| Janssen Pharamceutica N.V. |
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| /s/ Ludo Lauwers |
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| Name: Ludo Lauwers |
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| Title: Senior Vice President, Site Management |
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| Date: 17 March 2011 |
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| /s/ Dirk Collier |
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| Member of the Board |
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Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Securities and Exchange Commission.
Exhibit A: Nano Patents—Updated January, 2011
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Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Securities and Exchange Commission.
[Exhibit B: Selection Patents—Updated July 31, 2009]
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