Exhibit 10.1
SECOND AMENDMENT TO LICENSE
AGREEMENT
This Amendment,
dated 19th June 2009 (“EFFECTIVE DATE OF AMENDMENT”),
is by and between Adeona Pharmaceuticals (formerly Pipex
Pharmaceuticals) (“LICENSEE”) and the
Regents of the University of Michigan ("MICHIGAN").
WHEREAS,
LICENSEE and MICHIGAN entered into a license agreement dated August
3, 2005 and amended on August 26, 2008 (collectively, the "License
Agreement"); and
WHEREAS,
MICHIGAN and LICENSEE desire to modify certain provisions of the
License Agreement as provided herein.
NOW THEREFORE,
MICHIGAN and LICENSEE hereby agree as follows:
1. Existing
Paragraph 1.6 “PATENT RIGHTS” shall be
deleted in its entirety and replaced with the following:
1.6 “PATENT
RIGHTS” means MICHIGAN’S legal rights under the patent
laws of the United States or relevant foreign countries for all of
the following:
(a) the
following United States and foreign patents and/or patent
applications, and divisionals, continuations (except
continuations-in-part), and foreign counterparts of the
same:
U.S. Issued
Patent 7,416,741 entitled, “ Copper Lowering Treatment of
Inflammatory and fibrotic diseases (UM 2169);
(b) United
States and foreign patents issued from the applications listed in
subparagraph 1(a) above, including any reissued or reexamined
patents based upon the same.
2. Existing
Paragraph 1.1 “FIELD OF USE” shall be deleted in its
entirety and replaced with the following:
1.1 “FIELD
OF USE” means the treatment of Alzheimer’s,
Huntington’s, and Parkinson’s
diseases.”
3. Existing
Paragraph 5.2 “DILIGENCE” shall be deleted
in its entirety and replaced with the following:
5.2 As
part of the diligence required by Paragraph 5.1, LICENSEE agrees to
reach the following commercialization and research and development
milestones for the LICENSED PRODUCTS and LICENSED PROCESSES
(together the “MILESTONES”) by the following
dates:
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Initiate
manufacturing under Good Manufacturing Practices (GMP) of bulk
active pharmaceutical ingredient used in the LICENSED PRODUCTS
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