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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:
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(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 Milestone 1 within thirty (30) days following
the
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