[*****] A CONFIDENTIAL PORTION OF THE MATERIAL
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION .
Exhibit 10.21
SECOND AMENDMENT TO SUPPLY AND
LICENSE AGREEMENT
THIS SECOND AMENDMENT is made as of
this 15th day of January, 2009 by and between Colloral LLC and
Futurebiotics, LLC and amends the Supply and License Agreement
between the parties dated effective as of January 10, 2007, as
amended. Capitalized terms used but not defined herein are used
with the meanings set forth for those terms in the Supply and
License Agreement.
In consideration of the mutual
covenants and agreements contained herein and in the Supply and
License Agreement, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and in
recognition of Futurebiotics ongoing efforts to market and sell the
Product, Colloral and Futurebiotics hereby agree as
follows:
1. Section 2.2 of the Supply
and License Agreement is hereby deleted in its entirety and
replaced with the following:
2.2 Limited Exclusivity. The license
granted to Futurebiotics, LLC hereunder will be exclusive until
June 30, 2010. Futurebiotics, LLC shall have the option to
extend the exclusivity through [*******] if:
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(a)
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on or before
[*******], it has placed the Product on-shelf nationally with at
least one of the following retailers:
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[*******];
[*******];
[*******];
[*******]; or
[*******]
and
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(b)
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it pays
Colloral an option exercise payment in the amount of $[*******] on
or before [*******], which payment will be credited against
Fut
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