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Exhibit
10.48.4
THIRD AMENDMENT TO THE
LICENSE AGREEMENT BETWEEN
VERNALIS DEVELOPMENT
LIMITED
AND
ENDO PHARMACEUTICALS
INC.
DATED JULY 14,
2004
This Third Amendment to the License
Agreement by and between Vernalis Development Limited
(“Vernalis”) and Endo Pharmaceuticals Inc.
(“Endo”) (the “Third Amendment”) is
effective as of July 23, 2007.
WHEREAS, Vernalis and Endo entered into
a License Agreement dated July 14, 2004 as amended by a letter
agreement dated January 31, 2005, and by a Second Amendment
dated as of December 12, 2005 (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 the commercialization of the
Product in Canada.
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 Third Amendment shall have the
meanings set forth in the License.
2. The following changes shall be made
to the Definitions section in the License:
Section 1.1.82 shall be deleted and
replaced in its entirety with the following:
“Registered
Trademarks” —U.S. Federal Trade Mark Registration
No. 2,828,476 registered on March 30, 2004 and Canadian
trade mark application no. 1123447, each for
‘FROVA’.
3. The final sentence of Clause 3.1
added by the Second Amendment shall be amended by replacing with
the following:
“Vernalis further
grants to Endo and its Affiliates, a sole and exclusive (even as
against Vernalis) licence to make, have made, use Commercialise and
have Commercialised the Product under the Canadian Trademark,
subject to the provisions of Clause 13.1, in the C
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