SECOND
AMENDMENT
TO
STRATEGIC
COLLABORATION AGREEMENT
THIS
SECOND AMENDMENT (“Amendment”) is made and entered into
this 1st_ day of October, 2005 (the “Effective Date”),
by and between MALLINCKRODT INC., a Delaware corporation, with its
principal place of business at 675 McDonnell Boulevard, P.O. Box
5840, St. Louis, Missouri 63134 (“Mallinckrodt”), and
PALATIN TECHNOLOGIES, INC., a Delaware corporation, with its
principal place of business at 4-C Cedar Brook Drive, Cranbury, New
Jersey 08512 (“Palatin”).
RECITALS
A.
Mallinckrodt and Palatin are parties to a Strategic Collaboration
Agreement, dated as of August 17, 1999, as amended by that certain
Amendment to Strategic Collaboration Agreement dated May 13, 2002
(as amended, the “Collaboration Agreement”), under
which they entered into a joint collaboration for the development
of a commercial product or products from LeuTech™ (now known
as “NeutroSpec™”), a radiopharmaceutical product
useful for imaging infection and inflammation.
B.
Mallinckrodt now wishes to acquire an exclusive license to use,
market and distribute LeuTech Products in Europe under terms and
conditions similar to those applicable to the rest of the world
under the Collaboration Agreement.
C.
Mallinckrodt and Palatin have agreed upon the terms and conditions
under which Mallinckrodt will acquire such an exclusive license in
Europe.
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D.
Mallinckrodt and Palatin further wish to amend the terms of the
Collaboration Agreement with respect to [INFORMATION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2]
.
TERMS OF
AGREEMENT
NOW,
THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree to amend the Collaboration
Agreement as follows:
1.
Definitions of Certain Terms .
(a)
Unless otherwise specifically provided herein, all capitalized
terms undefined herein and used in this Amendment are defined in
the same manner as provided for in Article 1 of the Collaboration
Agreement.
(b)
The following defined term as set forth in Article 1 of the
Collaboration Agreement is hereby amended and restated in its
entirety as follows:
(i)
1.45 “Territory” shall mean all of the countries of the
world, including Europe.
(c)
As of the Effective Date, Section 1.46 is revised as follows:
“Transfer Price” shall mean [INFORMATION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2]
.
For
purposes hereof and in the event [INFORMATION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2] .
2.
Grant of License in Europe . The parties acknowledge that by
virtue of the
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inclusion of Europe in the
Territory (as provided in Paragraph 1(b) above), all of
Mallinckrodt’s and Palatin’s respective rights,
liabilities and obligations under the Collaboration Agreement shall
apply to the parties’ performance in Europe to the same
extent as all other parts of the Territory except as expressly set
forth in this Amendment. Without limiting the foregoing, all
representations and warranties set forth in the Collaboration
Agreement, including those pertaining to compliance with United
States law, FDA regulation or the like are hereby reasserted by the
parties with respect to Europe, European law, EMEA (as hereafter
defined) regulation or the like, and shall apply to the
parties’ performance in Europe to the same extent as all
other parts of the Territory except as expressly set forth in this
Amendment.
3.
European License Payments . In addition to the License
Payments provided for in Section 5.1 of the Collaboration Agreement
(intended to apply to the Territory exclusive of Europe) $250,000
shall be paid to Palatin within thirty (30) days of the Effective
Date hereof as a License Payment.
4.
European and Worldwide Development Program . Promptly upon
execution of this Amendment, Palatin shall diligently undertake a
Development Program for LeuTech Products in Europe. All Development
Costs of Palatin for Development Programs approved by the Joint
Steering Committee for any LeuTech Indication in Europe and any
LeuTech Indication in the Development Phase in any portion of the
Territory will be [INFORMATION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION UNDER RULE 24b-2] , and Mallinckrodt shall make
payments to Palatin as required thereunder. Consonant with the
decisions of the Joint Steering Committee, the parties have agreed
to conduct additional clinical trials and seek regulatory approvals
for [INFORMATION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION UNDER RULE 24b-2] for LeuTech Products in the United
States and elsewhere in the
