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AMENDMENT NO. 1 TO LICENSE, COMMERCIALIZATION AND SUPPLY AGREEMENT

Supply Agreement

AMENDMENT NO. 1 TO 

LICENSE, COMMERCIALIZATION AND SUPPLY AGREEMENT 
 | Document Parties: INDEVUS PHARMACEUTICALS INC | Odyssey Pharmaceuticals, Inc. You are currently viewing:
This Supply Agreement involves

INDEVUS PHARMACEUTICALS INC | Odyssey Pharmaceuticals, Inc.

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Title: AMENDMENT NO. 1 TO LICENSE, COMMERCIALIZATION AND SUPPLY AGREEMENT
Date: 5/10/2005
Industry: Biotechnology and Drugs     Sector: Healthcare

AMENDMENT NO. 1 TO 

LICENSE, COMMERCIALIZATION AND SUPPLY AGREEMENT 
, Parties: indevus pharmaceuticals inc , odyssey pharmaceuticals  inc.
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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:

 

 

1.

Definitions and Section References.

 

Capitalized terms not defined in this Amendment shall have the meaning ascribed to them in the Agreement.

 

 

2.

Product Expenses.

 

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.

 

 

3.

Sublicensing Royalties.

 

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 $[*]

 


[*]

CONFIDENTIAL TREATMENT REQUESTED


(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


 
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