[ *** ] = 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 406 of the Securities
Exchange Act Of 1933, as amended.
This Amendment
(the “ Amendment ”) is entered into as of
April 5, 2005 (the “Effective Date” ) to
modify the terms of the License Agreement (the “ License
Agreement ”) dated as of March 15, 2004 by and
between DAIICHI SUNTORY PHARMA CO., LTD., a corporation organized
and existing under the laws of Japan and having its registered
office at 7-2, Kojimachi 5-chome, Chiyoda-ku, Tokyo 102-8530, Japan
(hereinafter referred to as “ DSP ”) and
REPLIDYNE, INC., a corporation organized and existing under the
laws of the State of Delaware, having its principal business office
at 1450 Infinite Drive, Louisville, Colorado 80027, U.S.A.
(hereinafter referred to as “ REPLIDYNE ”). DSP
and REPLIDYNE are sometimes referred to collectively herein as the
“ Parties ” or individually as a “
Party. ”
WHEREAS , DSP and REPLIDYNE have signed a License
Agreement regarding the development and commercialization of
Faropenem Daloxate for the United States and Canadian markets;
and
WHEREAS , DSP and REPLIDYNE have entered into the
License Agreement regarding the development and commercialization
of Faropenem Daloxate for the United States and Canadian markets;
and
WHEREAS , since the License Agreement was signed, plans
for the development and commercialization of Faropenem Daloxate
have changed; and
WHEREAS, in light of those developments, the parties
agree to revise certain economic terms of the License Agreement as
indicated below.
NOW,
THEREFORE, for and in
consideration of the premises and covenants contained herein, DSP
and REPLIDYNE agree to amend the License Agreement as written
below.
1.
Section 6.1 “License Fees” shall be replaced in
its entirety. The new Section 6.1 shall be written
as:
“6.1 License Fees.
In consideration of the rights and
benefits granted hereunder, REPLIDYNE shall pay to DSP the
following license fees in Japanese Yen (hereinafter referred to as
“ JPY ”):
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(a)
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Four hundred million Japanese Yen
(JPY 400,000,000) within thirty (30) days after
execution of this Agreement;
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(b)
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[ *** ] Japanese Yen (JPY [ ***
]) within
ninety (90) days after the NDA filing in the Territory [ ***
] ;
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(c)
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[ *** ] Japanese Yen (JPY [ ***
]) within
ninety (90) days after the NDA approval in the Territory of [
*** ] ;
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(d)
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[ *** ] .
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(e)
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[ *** ] ;
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(f)
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Five hundred million Japanese Yen
(JPY 500,000,000) within ninety (90) days after
the Launch, provided, however, [ *** ] ;
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(g)
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[ *** ] .
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