EXHIBIT 10.1
Portions of this Exhibit were
omitted and filed separately with the Secretary of the Commission
pursuant to an application for confidential treatment filed with
the Commission pursuant to Rule 24b-2 under the Securities Exchange
Act of 1934. Such omissions are designated as ***.
AMENDMENT NO. 6 TO
LICENSE AGREEMENT
DATED AS OF APRIL 13,
2002
BY AND BETWEEN
UNIGENE LABORATORIES,
INC.
AND
SMITHKLINE BEECHAM
CORPORATION
This Amendment No. 6
(“Amendment No. 6”) dated as of April 9, 2008 (the
“Amendment Date”) to the License Agreement dated as of
April 13, 2002, as amended on January 27, 2007, January 16, 2003,
October 14, 2003, May 27, 2004 and September 23, 2004 (referred to
hereinafter as the “Agreement”) by and between Unigene
Laboratories, Inc. (“Unigene”), a Delaware corporation,
and SmithKline Beecham Corporation, a GlaxoSmithKline Company
(“GSK”), a Pennsylvania corporation.
WHEREAS, GSK and Unigene entered into the Agreement to
provide for the license grant by Unigene to GSK of certain Licensed
Technology to discover, develop, make, have made, market, sell and
import certain Licensed Products throughout the world under the
Unigene Patent Rights (as defined in the Agreement) and Unigene
Know-How; and
WHEREAS, GSK and Unigene have also entered into a Phase I
Clinical Manufacture and Supply Agreement dated November 20, 2002
(the “Phase I Agreement”); and
WHEREAS, pursuant to Section 11.10 of the Agreement, the
Parties to the Agreement may, by written instruments specifically
referring to and executed in the same manner as the Agreement,
amend the Agreement; and
WHEREAS, the Parties hereto desire to amend the Agreement
as provided herein, and any capitalized terms used but not defined
herein shall have the meaning set forth in the
Agreement;
NOW THEREFORE,
for and in consideration of the
premises and the mutual promises and benefits contained herein, GSK
and Unigene hereby agree as follows:
1. (a) Unigene
shall conduct a research program *** for the Licensed Product ***
(the “Research Program”). The Research Program shall
***. Except as otherwise provided herein, the scope, protocols and
outcomes of the Research Program shall be solely determined by
Unigene, after consultation with GSK, and it is anticipated that
the Research Program will be completed within *** from the date
hereof (the “Completion Date”). The Research Program
shall be *** by Unigene. Unigene shall have the right, in its sole
discretion, to terminate the Research Program at any time for any
reason. *** Unigene shall provide to GSK all study data, reports
and other information generated during the course of the Research
Program through the date of termination reasonably necessary *** to
determine in its sole discretion *** whether to ***. Such ***
period *** to not more than *** upon written notice from *** to ***
prior to *** then the Parties will negotiate in good faith ***. If
*** then the Parties shall keep it confidential and shall not ***
disclose it to any third party during the Term of the Agreement.
***.
(b) In the
event that GSK either (i) *** or (ii) *** then Unigene shall have
the right to *** the Research Results shall be deemed Unigene
Know-How and Unigene Confidential Information as provided in
Paragraph 5(b) hereof.
