EXHIBIT
10.143
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL
PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN FILED
SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION
AMENDMENT NO. 1 TO
LICENSE, COMMERCIALIZATION AND
SUPPLY AGREEMENT
THIS AMENDMENT
(the “ Amendment
”), dated as of April 30, 2005 (the “Amendment
Effective Date”), by and between Indevus Pharmaceuticals,
Inc. (“ Indevus ”) and Odyssey Pharmaceuticals,
Inc. (“ Odyssey ”), amends that certain License,
Commercialization and Supply Agreement, dated as of April 6, 2004
(the “ Agreement ”), by and between Indevus and
Odyssey.
W I T N E S S E T
H:
WHEREAS , the Copromotion Period ended on November 28,
2004; and
WHEREAS , the Parties desire to resolve and settle
between themselves certain issues that have arisen under the
Agreement and to enter into certain other agreements between them,
all upon the terms and subject to the conditions set forth in this
Amendment.
NOW , THEREFORE , in consideration of the
premises contained herein, and for other good and valuable
consideration, the adequacy and receipt of which are hereby
acknowledged, the Parties hereto agree as follows:
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1.
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Definitions
and Section References.
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Capitalized terms not defined in
this Amendment shall have the meaning ascribed to them in the
Agreement.
Subject to Indevus’s
satisfaction of its obligations under Paragraph 5 of this
Amendment, the Parties agree that Indevus has satisfied its
obligation to pay the Indevus Cost Share and that Indevus has no
responsibility or obligation for Product Expenses incurred by the
Parties after November 28, 2004.
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3.
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Sublicensing
Royalties.
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Notwithstanding the provisions of
Sections 6.3 – 6.5 of the Agreement, the Parties agree that
Odyssey shall pay Sublicensing Royalties to Indevus, (a) covering
the period from December 1, 2004 to March 31, 2005, on May 2, 2005,
and (b) covering each calendar month commencing on April 1, 2005,
on the twentieth (20 th ) day of the calendar month
immediately following such calendar month, calculated based upon
gross sales of Product as recognized by Odyssey less deductions
aggregating [*]% of gross sales of Product recognized, for the
applicable period as recognized by Odyssey, multiplied by [*]
percent ([*]%), until Odyssey has paid Indevus an aggregate amount
equal to $[*]
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[*]
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CONFIDENTIAL
TREATMENT REQUESTED
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(the “ Reversion Threshold
”). The Parties acknowledge and agree that the Reversion
Threshold is based on gross sales of Product $[*], less deductions
from such gross sales of $[*]. Until Odyssey has paid Indevus an
amount equal to the Reversion Threshold, no further deductions,
whether or not taken, allowed or granted by Odyssey prior to or
after the date of this Amendment, shall be taken against gross
sales of Product recognized by Odyssey.
Notwithstanding the foregoing, in
the event of any assignment by Odyssey of the Agreement or any of
its rights under the Agreement, or in the event of any transfer or
sale of Odyssey’s business or all or substa