Exhibit 10.3
AMENDMENT NO. 1 TO DEVELOPMENT
AND LICENSE AGREEMENT
THIS AMENDMENT NO. 1 TO DEVELOPMENT
AND LICENSE AGREEMENT (this “Amendment”), is made as of
September 22, 2006 (the “Effective Date”), by and
between SCOLR Pharma, Inc., a corporation organized and existing
under the laws of the State of Delaware and having a place of
business at 3625 132 nd Avenue SE, Suite 400, Bellevue,
Washington 98006 (“SCOLR”) and Wyeth Whitehall
Pharmaceuticals, Inc. (as assignee of Wyeth, acting through its
Wyeth Consumer Healthcare Division), a corporation organized and
existing under the laws of the Commonwealth of Puerto Rico and
having a place of business at Road No. 3, Kilometer 143.1,
Guayama, Puerto Rico 00784 (together with its Affiliates,
“Wyeth”).
WITNESSETH
WHEREAS, SCOLR and Wyeth have
entered into a Development and License Agreement dated as of
December 21, 2005 (the “License Agreement”);
and
WHEREAS, SCOLR and Wyeth wish to
amend the License Agreement as set forth herein.
NOW, THEREFORE, for and in
consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Definitions . Any
capitalized terms used herein which are not defined below shall
have the meaning set forth in the License Agreement.
2. Amendments . In accordance
with Section 12.5 thereof, the parties agree that the License
Agreement shall be amended as of the Effective Date as
follows:
(a) Milestone Payment 1 .
Pursuant to Section 12.6 of the License Agreement, Wyeth
hereby waives the conditions precedent to the making of the
milestone payment in the amount of [***] described in item 1 of
Section 6.2.1 of the License Agreement (“Milestone
1”) and agrees to (i) pay to SCOLR an amount equal to
Mil
