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Exhibit
10.48.5
CONFIDENTIAL TREATMENT
REQUESTED
The confidential portions of this
exhibit have been filed separately with the Securities and Exchange
Commission pursuant to a confidential treatment request in
accordance with Rule 24b-2 of the Securities and Exchange Act of
1934 as amended. REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN
***.
FOURTH AMENDMENT TO THE
LICENSE AGREEMENT BETWEEN
VERNALIS DEVELOPMENT
LIMITED
AND
ENDO PHARMACEUTICALS
INC.
DATED JULY 14,
2004
This Fourth Amendment to the License
Agreement by and between Vernalis Development Limited
(“Vernalis”) and Endo Pharmaceuticals Inc.
(“Endo”) (the “Fourth Amendment”) is,
except as otherwise set forth herein, effective as of
February 19, 2008.
WHEREAS, Vernalis and Endo entered into
a License Agreement dated July 14, 2004, as amended by a
letter agreement dated January 31, 2005, by a Second Amendment
dated as of December 12, 2005 and by a Third Amendment dated
as of July 23, 2007 (the “License”) whereby
Vernalis licensed to Endo certain rights to the Product (as defined
in the License); and
WHEREAS, Vernalis and Endo wish to
further amend the License to address recent regulatory developments
in relation to the MAM Product and the termination of the Loan
Agreement and Security Agreement.
NOW THEREFORE, for good and valuable
consideration the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
| 1. |
Unless set forth herein, the capitalized terms contained in
this Fourth Amendment shall have the meanings set forth in the
License. |
| 2. |
The text of each of Clauses 1.1.21, 1.1.40, 1.1.57, 1.1.67,
1.1.89, 1.1.109, 3.1(iii), 6.1.1, 6.1.4, 6.2.1, 6.2.5 and 9 shall
be deleted in its entirety. |
| 3. |
Clause 3.2.3 shall be deleted in its entirety and replaced with
the following: |
“Endo shall not be
restricted from appointing distributors, contract sales
organizations, advertisers, public relations agencies or advisors
to assist Endo with Commercialising the Product in the
Territory.”
| 4. |
Clause 7.2 shall be modified by deleting the first sentence
thereof and replacing it with the following: |
“The SC shall hold
meetings in person as frequently as the Members may agree shall be
necessary during the period of thi
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