Exhibit 10.27
Confidential Materials omitted
and filed separately with the
Securities and Exchange Commission. Asterisks denote
omissions.
AMENDMENT TO LICENSE
AGREEMENT
This Amendment is effective January 1, 2006
(the “Effective Date”), and amends that certain License
Agreement dated August 24, 2001 (the “License”) by
and between:
QLT USA, Inc.
(formerly Atrix
Laboratories, Inc.) (“QLT USA”), with place of
business at 2579 Midpoint Drive, Fort Collins, Colorado
80525
And
CollaGenex
Pharmaceuticals, Inc. (“CollaGenex”), with place of
business at 41 University Drive, Newtown, PA 18940.
WHEREAS CollaGenex has been unsuccessful in
preventing generic competition to its flagship dental product
Periostat ®, and as a result has ceased to invest in the
marketing and sale of dental products; and
WHEREAS QLT USA and CollaGenex agree to amend
the License on the terms and conditions set out herein:
NOW THEREFORE in consideration of the premises and mutual
covenants and agreements set out in this Amendment and other good
and valuable consideration, the sufficiency of which are
acknowledged, the parties to this Amendment agree as
follows:
1.
Amendments
Effective as of the Effective Date, the
Agreement is hereby amended as follows:
I.
Section 3.02 [Royalty Payments]
is deleted and replaced with the following:
“3.02
CollaGenex will pay Atrix in each
calendar year a royalty of [**]% based on aggregate Net Sales of
the Products in each such calendar year.”
II.
Section 4.04 [CollaGenex
Contribution Margin] is deleted.
III.
Section 6.01 [Term] is deleted
and replaced with:
“6.01
This Agreement will take effect on
the Effective Date and will expire on December 31, 2007 (the
“Initial Term”), subject to earlier termination as
permitted under the Agreement, provided, however, that
this
Agreement shall automatically renew
for successive renewal terms of one year each unless either party
has provided written notice of the termination of this Agreement
not less than 60 days prior to the expiry date of the then current
term or renewal term, as the case may be (the Initial Term and
any such renewal term, collectively, the
“Term”).”
IV.
Section 6.02 [Termination by
CollaGenex] is deleted in entirety and replaced by the
following:
“6.02
CollaGenex may terminate the
Agreement by notice to Atrix if Atrix shall commit any willful and
material breach of the provisions of this Agreement at any time
after January 1, 2006, provided however that
(i) CollaGenex has first given Atrix notice specifying the
details of the material breach, and (ii) Atrix has not cured
such material breach within 30 days of the effective date of notice
of the material breach.”
V.
Section 6.03(d) [Termination by Atrix]
is deleted and replaced by:
“(d)
if CollaGenex shall commit any
willful and material breach of the provisions of this Agreement at
any time after January 1, 2006;”.
VI.
Section 6.04 [Termination upon
certain Events] is amended by adding a new
Section 6.04(c) immediately after Section 6.04(b),
which subsection (c) shall read as follows:
“(c)
This Agreement may be
terminated by either Party upon six months prior written notice
given at any time for any reason (including for convenience) to the
other party.”
VII.
Section 6.06 [Effect of
Termination] is amended by deleting in the first sentence of
Section 6.06 “Sections 6.02 and 6.04” and
replacing it with “Section 6.04”.
VIII.
Paragraph 6.06(b) of
Section 6.06 [Effect of Termination] is deleted.
IX.
Pa
