AMENDMENT

Exhibit 10.12

AMENDMENT

This is an amendment to the Research, Development and License Agreement (“R&L AGREEMENT”) entered into on August 15, 2005, by and between Lipoxen Technologies Limited, a company registered in England and [ILLEGIBLE] with company number 03401495 and having its registered office at suit [ILLEGIBLE] WC1H [ILLEGIBLE] (“LIPOXEN”); [ILLEGIBLE] Healthcare SA (“BHSA”), a corporation organized and existing under the laws of Switzerland, and Baxter Healthcare Corporation (“BHC”) having its principal place of business at One [ILLEGIBLE] Parkway, [ILLEGIBLE], [ILLEGIBLE]

WHEREAS, LIPOXEN has [***] to the terms of Article 2.3 of the R&L AGREEMENT before the ACCEPTANCE DATE (as defined in the R&L AGREEMENT), and specifically by December 13, 200 [ILLEGIBLE];

WHEREAS, [***] provided that the R&L AGREEMENT [***] as provided below:

ACCORDINGLY, BAXTER and LIPOXEN agree to the following amendments and modifications of the R&L AGREEMENT:

“In General BAXTER [ILLEGIBLE] LIPOXEN with[***] or other THERAPEUTIC AGENTS to [ILLEGIBLE] developing DELIVERY AGENTS and POTENTIAL PRODUCTS to be utilized by BAXTER in its research and development activities to [***] other THERAPEUTIC AGENT. BAXTER shall as soon as possible after the EFFECTIVE DATE provide all of the BAXTER KNOW-HOW to LIPOXEN. At BAXTER’s sole discreation BAXTER may or may not provide to LIPOXEN data [ILLEGIBLE] by BAXTER in [***] other THERAPEUTIC AGENTS, including data relating [ILLEGIBLE] the [***] (and protocols on the various techniques used), [***] [ILLEGIBLE] [***] stability data (including native proteins) and publications (patent and research papers).”

“THIRD PARTY PRODUCT” means a product brought to the market by a third party which contains a THERAPEUTIC AGENT [***], (i) which product competes with a COMMERCIAL PRODUCT and (ii) which product does not infringe a VALID PATENT CLAIM.

“The ROYALTY RATE shall [***] respect of COMMERCIAL PRODUCTS sold or supplied in a country where there exists a THIRD PARTY PRODUCT. In the event LIPOXEN and BAXTER [***] whether such THIRD PARTY PRODUCT infringes a VALID PATENT CLAIM, [***] LIPOXEN [***] and if LIPOXEN elects to bring an action against such THIRD PARTY PRODUCT [ILLEGIBLE] that such THIRD PARTY PRODUCT infringes a VALID PATENT CLAIM. In the event LIPOXEN succeeds [ILLEGIBLE] such action [***] LIPOXEN, which sums LIPOXEN [***] BAXTER.

“In the event a THIRD PARTY PRODUCT is sold or supplied in a country in which a COMMERCIAL PRODUCT is sold or supplied then BAXTER’s [***] FIRST COMMERCIAL SALE. In the event LIPOXEN and BAXTER [***] as to whether such THIRD PARTY PRODUCT infringes a VALID PATENT CLAIM, then [***] LIPOXEN [***] when and if LIPOXEN elects to bring an action against such THIRD

PARTY PRODUCT asserting that such THIRD PARTY PATENT infringes a VALID PATENT CLAIM. In the event LIPOXEN action then [***] All capitalized terms used herein which are not specifically defined in this Amendment shall have the meaning [ILLEGIBLE] forth in the R&L AGREEMENT.

IN WITNESS WHEREOF, the PARTIES hereto have caused their authorized representatives to execute this Amendment by signing below:

Dec. 13, 2006