Exhibit 10.90
AMENDMENT NO. 5 TO LICENSE
AGREEMENT
This Amendment No. 5 to License
Agreement (the “Amendment”) is made and entered into as
of the 23 rd
day of June, 2009 (“Effective
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, December 19, 2008 and February 5, 2009;
and
WHEREAS, the Parties wish to amend
the Agreement in accordance with Section 13.6 of the Agreement
to modify certain milestone payments that are due from JPI 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
Section 3.1(g) . Section 3.1(g) of the Agreement is
hereby amended and replaced in its entirety with the
following:
“(g) Six million dollars
($6,000,000) payable in 2009 in five (5) installments as
foll
