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AMENDMENT NO. 2 TO JPPLP
INTELLECTUAL PROPERTY TRANSFER
AND LICENSE AGREEMENT
This Amendment
No. 2 (the “ 2 nd JPPLP Amendment ”) is made and entered into as of
May 12, 2005 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, as amended
by an Amendment No. 1 between JPPLP and Barrier dated
September 7, 2004 (collectively, the “ JPPLP
Agreement ”);
WHEREAS,
Barrier and Johnson & Johnson Consumer Companies, Inc., an
Affiliate of JPPLP (“ JJCC ”), are parties to a
certain Intellectual Property Transfer and License Agreement
between Barrier and JJCC dated May 6, 2002, as amended by an
Amendment No. 1 between JJCC and Barrier dated
September 7, 2004 (collectively, the “JJCC
Agreement”) under which Barrier obtained exclusive rights to
the ‘683 Product (as defined in the JJCC Agreement)
containing ketoconazole;
WHEREAS, JPPLP
and JJCC believe that neither the JPPLP Agreement nor the JJCC
Agreement require JPPLP or JJCC to provide Barrier with
authorization to cross-reference JPPLP’s NDAs or INDs for
Barrier’s development of a Ketoconazole USP 2% Topical
Gel;
WHEREAS,
Barrier believes that one or both of the JPPLP Agreement and JJCC
Agreement, require JPPLP and/or JJC
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