Exhibit 10.30
EXTENSION AND AMENDMENT TO
PROMOTION AND
COOPERATION AGREEMENT
WHEREAS
CollaGenex Pharmaceuticals Inc., a
corporation established under the laws of Delaware with offices at
41 University Drive, Newtown, PA 18940, (“CollaGenex”),
and
Primus Pharmaceuticals, Inc. a
company having its principal place of business at 4725 North
Scottsdale Road, Suite 200, Scottsdale AZ 85251
(“Primus”)
Entered into a Promotion and
Cooperation Agreement dated as of June 6, 2005 (the
“Agreement”); and
WHEREAS, after discussions
CollaGenex and Primus wish to extend and amend the terms of the
Agreement;
NOW THEREFORE CollaGenex and Primus
agree as follows:
1.
Sales Targets . The Sales Targets and
the time periods to which they relate in Section 3(g) of the
Agreement are amended by revising Section 3(g) to read as
follows:
Sales Targets
. CollaGenex shall achieve at
least the following combined levels of sales of the Products in the
Territory, calculated with reference to prescriptions filled data
available from industry standard and commercially available sources
approved by the Steering Committee and assuming sales at Net Sales
Price (as defined on Exhibit D), during the following time
periods:
|
Between 7/1/06 and 12/31/06
|
|
$1,600,000
|
|
Between 1/1/07 and 12/31/07
|
|
$3,600,000
|
Between 1/1/08 and 12/31/08 and for
any annual renewal periods thereafter, the Steering Committee shall
set sales targets.
2.
Marketing Expenses and Allocation of
Marketing Expenses . Sample expense shall
be treated as a marketing expense, to be paid initially by Primus
and then made part of the quarterly adjustment process conducted by
the Steering Committee such that marketing expenses are allocated
between the parties, 60% to be paid by CollaGenex and 40% to be
paid by Primus. Accordingly,
2.1
Section 4(f) of the Agreement is amended to read as
follows:
Samples All samples shall be purchased by Primus and
subsequently supplied to CollaGenex in accordance with the
procedure outlined in Exhibit B. Primus will continually work
to decrease the overall cost of samples. The Steering
Committee will define a sample plan to determine allocations of
samples and to minimize cost of samples. Primus will be
responsible for submitting sample forecasts to their manufacturer
and assuring that samples are available to support the sample
plan
determined by the Steering Committee
and based on the sample forecasts provided by CollaGenex per
Section 3(e). [the remainder of original Section 4(f) is
deleted]
2.2 &n