EXHIBIT 10.79
AMENDMENT 4 TO LICENSE
AGREEMENT
This Amendment 4 to License
Agreement (the “Amendment”) is made and entered into as
of the 5th day of February, 2009 (“Execution Date”), by
and between SOLVAY PHARMACEUTICALS, INC., a Georgia corporation
having its principal office at 901 Sawyer Road, Marietta, Georgia
30062 (“Solvay”) and JPI COMMERCIAL, LLC, a Delaware
limited liability corporation and wholly-owned subsidiary of Jazz
Pharmaceuticals, Inc., a Delaware corporation (“Jazz
Pharmaceuticals”), having its principal offices at 3180
Porter Drive, Palo Alto, California 94304 (“JPI”).
Solvay and JPI are referred to herein on occasion separately as a
“Party” or together as the “Parties”.
Capitalized terms used herein shall have their respective meanings
set forth in the License Agreement, unless otherwise defined
herein.
WHEREAS, Solvay and
JPI are parties to that certain License Agreement (the
“Agreement”) dated as of the 31
st
day of January,
2007, as amended on March 12, 2008, October 17, 2008
and December 19, 2008;
WHEREAS, the Parties wish to amend
the Agreement as set forth below.
NOW, THEREFORE, in consideration of
the revised milestone payments and elimination of the royalty
payable by Jazz as well as the mutual covenants and promises set
forth in this Amendment, the Parties agree as follows:
1. Amendment of Definitions
.
(a) Section 1.11 of the
Agreement is amended and replaced in its entirety with the
following:
“1-11 “Milestones”
means the events identified in Sections 3.1 (b) through
(k).”
(b) Section 1.12 of the
Agreement is amended and replaced in its entirety with the
following:
“1.12 “ Milestone
Payments ” means the payments to be made by Jazz
Pharmaceuticals and/or JPI to Solvay pursuant to Sections 3.1
(b) through (k).”
2. Amendment of
Section 3.1 . Section 3.1 of the Agreement is amended
and replaced in its entirety with the following:
“3.1 Upfront Payment and
Milestone Payments . As consideration for the license granted
by Solvay to Jazz Pharmaceuticals hereunder, Jazz Pharmaceuticals
and/or JPI will make the following upfront and milestone payments
to Solvay:
(a) Two million ($2,000,000.00)
dollars to be paid as a non-refundable payment at the Time of
Closing (the “Upfront Payment”);
(b) Two million ($2,000,000.00)
dollars within fifteen (15) days of the First Commercial Sale
of LUVOX-IR, supplied by or on behalf of Solvay, by Jazz
Pharmaceuticals;
(c) Ten million dollars
($10,000,000.00) within thirty (30) days after receipt of FDA
approval of the first indication for the LUVOX CR NDA;
(d) Ten million dollars
($10,000,000.00) within thirty-nine (39) days after receipt of
FDA approval of the first indication for the LUVOX CR
NDA;
(e) Three million five hundred
thousand dollars ($3,500,000.00) on October 20,
2008;
(f) Three million five hundred
thousand dollars ($3,500,000.00) on November 15,
2008;
(g) Six million dollars
($6,000,000.00) payable in 2009 in four (4) quarterly
installments as follows: one million dollars ($1,000,000.00) on or
before March 15, 2009; one million dollars ($1,000,000.00) on
or before June 15, 2009; two million dollars ($2,000,000.00)
on or before September 15, 2009; and two million dollars
($2,000,000.00) on or before December 15, 2009.
(h) Four million dollars
($4,000,000.00) payable in 2010 in four (4) equal quarterly
installments of one million dollars ($1,000,000.00), said
installments to be paid on or before March 15,
2010, June 15, 2010,
