Exhibit 10.2
AMENDMENT NO. 1 TO JPPLP INTELLECTUAL PROPERTY
TRANSFER AND LICENSE AGREEMENT
This Amendment No. 1 (the
“JPPLP Amendment”) is made and entered into as of
September 7, 2004 by and between Janssen Pharmaceutica
Products, L.P., a New Jersey limited partnership having a principal
place of business at 1123 Trenton-Harbourton Road, Titusville, New
Jersey 08628 (hereinafter referred to as “JPPLP”) 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, JPPLP and Barrier are
parties to that certain Intellectual Property Transfer and License
Agreement dated May 6, 2002 (the “Original JPPLP
Agreement”);
WHEREAS, JPPLP and Barrier desire
to make certain amendments to the Original JPPLP Agreement pursuant
to the terms of this JPPLP Amendment; and
WHEREAS, contemporaneously with
the execution and delivery hereof, Barrier and Johnson &
Johnson Consumer Companies, Inc., an Affiliate of JPPLP
(“JJCC”), are entering into an amendment to that
certain Intellectual Property Transfer and License Agreement
between Barrier and JJCC dated May 6, 2002.
NOW, THEREFORE, in consideration
of the above premises and the covenants contained herein, the
parties agree as follows:
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1.
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The
Original JPPLP Agreement is hereby amended as follows:
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1.1.
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The
following new definitions are hereby added to Article I of the
Original JPPLP Agreement as Sections 1.55 to 1.59 to read in
their entirety as follows:
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“1.55
‘Ketanserin Semi-exclusive Countries’ shall mean
Argentina, Bolivia, Brazil, Chile, Colombia, Ecquador, French
Guiana, Guyana, Paraguay, Peru, Suriname, Uruguay and
Venezuela.”
“1.56
‘Ketanserin Exclusive Territory’ shall mean the entire
world, with the exception of the JPPLP Ketanserin Countries and the
Ketanserin Semi-exclusive Countries.”
“1.57
‘Caribbean’ shall mean Antigua and Barbuda, Aruba,
Bahamas, Barbados, Cayman Islands, Dominica, Dominican Republic,
Grenada, Guadeloupe, Haiti, Jamaica, Martinique, Puerto Rico, St.
Kitts and Nevis, St. Lucia, St. Vincent and the Grenadines,
Trinidad and Tobago, Turks and Caicos Islands and the Virgin
Islands.”
“1.58
‘Cental America’ shall mean Belize, Costa Rica, El
Salvador, Guatemala, Honduras, Nicaragua and
Panama.”
“1.59
‘Ketanserin Field’ shall mean applications for
treatment or prevention of diseases of the human skin, hair, nails
and/or the oral or genital mucosa customarily diagnosed and treated
by dermatologists, excluding skin cancer, but including without
limitation, actinic keratosis and anal fissures.
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1.2
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The
definition of “Field” in Section 1.14 of the
Original JPPLP Agreement is hereby replaced in its entirety with
the following:
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“Field
shall mean applications for treatment or prevention of diseases of
the human skin, hair, nails and/or the oral or genital mucosa
customarily diagnosed and treated by dermatologists, excluding skin
cancer and anal fissures, but including without limitation, actinic
keratosis.”
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1.3
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The
definition of “JPPLP Ketanserin Countries” in Section
1.21 of the Original JPPLP Agreement is hereby replaced in its
entirety with the following:
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“JPPLP
Ketanserin Countries” shall mean Mexico, Central America and
the Caribbean.”
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1.4
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The
definition of “Ketanserin Territory” in
Section 1.30 of the Original JPPLP Agreement is hereby
replaced in its entirety with the following:
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“Ketanserin
Territory” shall mean the Ketanserin Semi-exclusive Countries
and the Ketanserin Exclusive Territory.
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1.5
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Section 2.3(a) of the Original
JPPLP Agreement is hereby replaced in its entirety with the
following:
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JPPLP hereby
grants to Barrier the exclusive (even as to JPPLP and its
Affiliates), royalty-free license, with the unrestricted right to
grant sublicenses (subject to Section 2.6 and Article 7),
under the Ketanserin Patent Rights to (i) import, use, sell,
offer for sale, and have sold, Ketanserin Products in the
Ketanserin Exclusive Territory in the Ketanserin Field, and
(ii) make and have made Ketanserin Products anywhere in the
world in order to import, use, sell, offer for sale, and have sold
Ketanserin Products in the Ketanserin Exclusive Territory in the
Ketanserin Field.
JPPLP hereby
grants to Barrier (i) the Semi-exclusive (along with JPPLP and
its Affiliates), royalty-free license, under the Ketanserin Patent
Rights to import, use, sell, offer for sale, and have sold,
Ketanserin Products in the Ketanserin Semi-exclusive Countries in
the Field, and (ii) the non-exclusive,
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royalty-free license under the Ketanserin Patent
Rights to make and have made Ketanserin Products anywhere in the
world in order to import, use, sell, offer for sale, and have sold
Ketanserin Products in the Ketanserin Semi-exclusive Countries in
the Field.
For
purposes of this Agreement, the term “Semi-exclusive”
shall mean with, respect to a product, that at any given time only
two entities may commercialize such product in the country at
issue, with such two entities being (x) eith
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