Exhibit 10.1
AMENDMENT NO. 1 TO JJCC INTELLECTUAL PROPERTY
TRANSFER AND LICENSE AGREEMENT
This Amendment No. 1 (the
“JJCC Amendment”) is made and entered into as of
September 7, 2004 by and between Johnson & Johnson
Consumer Companies, Inc., a New Jersey corporation having an
address at 199 Grandview Road, Skillman, New Jersey 08558
(hereinafter referred to as “JJCC”) and Barrier
Therapeutics, Inc., a Delaware corporation having an address at 600
College Road East, Suite 3200, Princeton, New Jersey 08540
(hereinafter referred to as “Barrier”).
WHEREAS, JJCC and Barrier are
parties to that certain Intellectual Property Transfer and License
Agreement dated May 6, 2002 (the “Original JJCC
Agreement”);
WHEREAS, JJCC and Barrier desire
to make certain amendments to the Original JJCC Agreement pursuant
to the terms of this JJCC Amendment; and
WHEREAS, contemporaneously with
the execution and delivery hereof, Barrier and Janssen
Pharmaceutica Products, L.P., an Affiliate of JJCC
(“Janssen”), are entering into an amendment to that
certain Intellectual Property Transfer and License Agreement
between Barrier and Janssen dated May 6, 2002.
NOW, THEREFORE, in consideration
of the above premises and the covenants contained herein, the
parties agree as follows:
|
1.
|
|
The
Original JJCC Agreement is hereby amended as follows:
|
|
|
1.1.
|
|
The
definition of “JJCC Countries” in Section 1.15 of
the Original JJCC Agreement is hereby replaced in its entirety with
the following:
|
“JJCC
Countries shall mean Argentina, Australia, Belgium, Denmark,
Germany, Indonesia, Luxembourg, Mexico, New Zealand, Pakistan, Peru
and Venezuela.”
|
|
1.2.
|
|
Section 2.1 of the Original
JJCC Agreement is hereby replaced in its entirety with the
following:
|
“Subject
to Section 2.2, JJCC hereby grants to Barrier the exclusive
(even as to JJCC and its Affiliates), royalty-free license with the
unrestricted right to grant sublicenses (subject to
Section 2.6 and Article 5), under the ‘932 Patent
Rights to (i) import, use, sell, offer for sale, and have sold
‘932 Products in the ‘932 Territory and (ii) make
and have made ‘932 Products anywhere in the world in order to
import, use, sell, offer for sale, and have sold ‘932
Products in the ‘932 Territory. JJCC hereby grants to Barrier
(i) the Semi-exclusive (along with JJCC and its Affili
