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Exhibit
10.69
AMENDMENT NO. 1 TO LICENSE
AGREEMENT
This Amendment No.1 to
License Agreement (the “Amendment”) is made and entered
into as of the 12th day of March, 2008 (“Effective
Date”), by and between SOLVAY PHARMACEUTICALS, INC., a
Georgia corporation having its principal office at 901 Sawyer Road,
Marietta, Georgia 30062 (“Solvay”) and JAZZ
PHARMACEUTICALS, INC., a Delaware corporation, having its principal
offices at 3180 Porter Drive, Palo Alto, California 94304
(“Jazz Pharmaceuticals”). Solvay and Jazz
Pharmaceuticals 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, the Parties have
entered into that certain License Agreement (the
“Agreement”) dated as of the 31 st day of January, 2007; and
WHEREAS, the parties wish to
amend Section 3 of the Agreement in accordance with
Section 13.6 of the Agreement to change the times when certain
payments are due from Jazz Pharmaceuticals to Solvay;
NOW, THEREFORE, in consideration of the
mutual covenants and promises set forth in this Amendment, the
Parties agree as follows:
1. Amendment of Definitions
.
(a) The term
“LUVOX-ER” in the Agreement is hereby changed to
“LUVOX CR” and all applicable references are hereby
changed.
(b) 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 (j).”
(c) 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 to Solvay pursuant to Sections 3.1
(b) through (j).”
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 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”);
[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted
and filed separately with the Securities and Exchange Commission
pursuant to Rule 24B-2 of the Securities Exchange Act of 1934, as
amended.
(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) Ten millio
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