AMENDMENT TOAGREEMENT

Exhibit 10.24

AMENDMENT TO AGREEMENT

This Amendment is being issued to incorporate the following changes to the Pandel Agreement between Altana Inc. and CollaGenex Pharmaceuticals, Inc.

Effective Immediately:

1.             The following prices apply to all order placed after 6/1/03, these prices are valid through 12/31/04:

·      2 gram sample               $11.06 per box of 36
·      15 gram tube                 $1.00 per tube
·      45 gram tube                 $2.12 per tube
·      80 gram tube                 $3.50 per tube

2.                                       In any given year, Altana will provide one (1) sample order no charge when CollaGenex places and receives a minimum of three (3) sample orders of 14,900 boxes of 36.

3.                                       CollaGenex will change the definition of net sales to be no more than 6% discount from gross sales, the same formula as the master contract between Altana and Taisho.

4.                                       Altana cannot be charged for returned product for lots beyond a January 2004 expiration date. It is understood that returned goods with expirations previous to January 2004 are Altana’s responsibility and deductions can be made from the Quarterly Royalty payment thru 6/1/05.

5.                                       CollaGenex will assume responsibility for all returned goods effective with and including lot J442.

All other terms and conditions of the Agreement remain the same.

CollaGenex Pharmaceuticals, Inc.                                            Altana Inc.

SECOND AMENDMENT TO AGREEMENT

between

ALTANA INC.

and

COLLAGENEX PHARMACEUTICALS, INC.

This Second Amendment (this “Amendment”) to Agreement (as defined below) is made and entered into as of November 17, 2006, by and between Altana, Inc., a New York corporation (“Altana”), with its principal place of business located at 60 Baylis Road, Melville, New York 11747 and CollaGenex Pharmaceuticals, Inc., a Delaware corporation (“CollaGenex”), with its principal place of business located at 41 University Drive, Newtown, Pennsylvania 18940.  Altana and CollaGenex are sometimes referred to collectively herein as the “Parties”.

PRELIMINARY STATEMENTS

WHEREAS, the Parties entered into that certain Agreement dated May 24, 2002, pursuant to which Altana licensed to CollaGenex particular rights related to Pandel®;

WHEREAS, the Parties amended the foregoing agreement on October 6, 2003 in order to revise provisions of the Agreement (collectively, and as amended, supplemented, restated or otherwise modified from time to time, the “Agreement”); and

WHEREAS, the Parties desire to further modify the Agreement to redefine Altana’s right to terminate the Agreement as provided for below.

NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which the Parties acknowledge, the Parties hereby agree as follows:

1.             Definitions.  All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Agreement.