EXHIBIT 10.20
December 16, 1996
Re: Development and License Agreement between Pharmacia S.p.A.
("Pharmacia") and PDT, Inc. ("PDTI") dated July 1st, 1995, as amended July
25, 1995, September 11, 1995, March 20, 1996, July 10, 1996 and August 12,
1996 ("License Agreement") and the Product Supply Agreement dated July 1,
1995, amended September 11, 1995 and March 20, 1996 ("Product Supply
Agreement")
Pharmacia and PDTI have amended the License Agreement to include the field of
Ophthalmology, and now wish to amend the Product Supply Agreement with respect
to the field of Ophthalmology.
Pharmacia and PDTI agree to amend the Product Supply Agreement according to the
following terms and conditions:
1. WHEREAS CLAUSE. The third WHEREAS clause on page 1 shall be deleted and
replaced by:
"WHEREAS, PDTI and Pharmacia have entered into a Development and License
Agreement, dated July 1, 1995, as amended (hereinafter "License"), wherein
Pharmacia acquired exclusive rights to develop, use and sell photoreactive
tin ethyl etiopurpurin for treatment and diagnosis in the fields of
oncology, urology, dermatology and ophthalmology; and
WHEREAS, Pharmacia has sublicensed its license rights in the field of
Ophthalmology to its affiliate, Pharmacia & Upjohn AB ("P&U AB"), whereby,
in respect to such Field, such affiliate shall make all royalty and other
payments, exercise all rights and perform all obligations directly to PDT;
and"
2. SNET2 CONCENTRATION. Consistent with a prior amendment made to the License,
the references to ***** mg of SnET2 per ***** ml of emulsion" in Sections 3.05
and 3.06 shall be changed to "***** mg of SnET2 per ***** ml of emulsion."
3. *****
4. P&U AB AS SUBLICENSEE. The following new Section 15.10 shall be added:
15.10 SUPPLY TO P&U AB. Pharmacia intends to sublicense its
rights in the field of Ophthalmology to its Affiliate, P&U AB. In respect
to such field, the parties intend for such Affiliate to order all Product,
make all Transfer Price and other payments, exercise all rights and perform
all obligations under this Agreement directly to PDT.
*****Confidential Treatment Requested
In all other respects, the Product Supply Agreement is hereby ratified,
confirmed, and approved.
IN WITNESS WHEREOF, the parties hereto have caused this Product Supply
Agreement to be executed in duplicate by their respective officers duly
authorized as of the date first above written.
PDT, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇
Title: President
PHARMACIA & UPJOHN S.p.A.
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Managing Director
PHARMACIA & UPJOHN AB
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By /s/ Mats Lidgard
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: Mats Lidgard
Title: VP Ophthalmology Title: VP Legal Affairs
