Amendment to Research, Development and License Agreement between Lipoxen Technologies Limited, Baxter Healthcare SA, and Baxter Healthcare Corporation

For and on behalf of:

For and on behalf of:

Baxter Healthcare Corporation

Summary

This amendment updates the original Research, Development and License Agreement dated August 15, 2005, between Lipoxen Technologies Limited, Baxter Healthcare SA, and Baxter Healthcare Corporation. The amendment revises certain terms related to the development and licensing of therapeutic agents, clarifies the definition of third-party products, and modifies royalty payment provisions, especially in cases where competing third-party products exist. All other terms of the original agreement remain unchanged. The amendment is effective upon signature by authorized representatives of all parties.

EX-10.12 13 d708796dex1012.htm EX-10.12 EX-10.12

Exhibit 10.12


FROM: [ILLEGIBLE]		PHONE NO. : 00442076811314		13 DEC. 2006 01: 58 PM P1

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:

1.	Replace Article 2.1 with the following:

“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).”


FROM : [ILLEGIBLE]		PHONE NO. : 00442076811314		13 DEC. 2006 01 : 59 PM P2

2.	Add the following definition 1.75:

“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.

3.	Amend Article 8.3 by adding the statement, “and the term for paying such royalty [*] after – [*] –, and add the following paragraph between the first and second paragraphs:

“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.

4.	Amend Article 8.4 by adding the following sentence:

“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


FROM : [ILLEGIBLE]		PHONE NO. : 00442076811314		13 DEC. 2006 01 : 59 PM P3

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.

5.	The remaining terms of the R&L AGREEMENT shall remain in full force and [ILLEGIBLE].

This Amendment may be executed in more than one counterpart, each of which constitutes an original and [ILLEGIBLE] of which together shall constitute one enforceable agreement. For purposes of this Amendment and any other document required to be delivered pursuant to this Amendment, [ILLEGIBLE] of signatures shall be deemed to be original signatures. In addition, if any one of the PARTIES sign facsimile copies of this Amendment, such copies shall be deemed originals

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


Signature	/s/ M. Scott Maguire	Signature	/s/ Joy A. Amundson
Name:	M. Scott Maguire	Name:	Joy A. Amundson
Title:	CEO	Title:	Corporate Vice President, President BioScience
Signed:


For and on behalf of:
BAXTER HEALTHCARE SA



Signature	/s/ F. de Freine	/s/ Rebecca Binggeli
Name:	F. de Freine	Rebecca Binggeli
Title:	Finance Director Baxter Healthcare SA	Director of Tax, Europe Baxter Healthcare SA

Dec. 13, 2006