Exhibit 10.36
CONFIDENTIAL TREATMENT REQUESTED.
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN
SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
AMENDMENT NO. 2
to the
License Agreement dated 13th of June, 2000
as amended by Amendment No. 1 to that License Agreement dated May 20, 2001 by
and between
ANTARES Pharma IPL AG, Zug, Xxxxxxxxxxxxx 00, 0000 Xxx, Xxxxxxxxxxx as
Licensor (formerly known as Permatec Technologie AG)
and
BioSante Pharmaceuticals, Inc., 000 Xxxx Xxxx Xxx Xxxx, Xxxxxxxxxxxx, XX.,
00000 X.X.X. as Licensee
--------------------------------------------------------------------------------
WHEREAS, Antares Pharma IPL AG ("ANTARES") and BioSante Pharmaceuticals, Inc.
("BIOSANTE") have entered into that certain License Agreement dated 13th of
June, 2000 (the "Agreement"), regarding the grant of a license with the right to
sublicense products as defined in the Agreement, and have entered into a May 20,
2001 amendment to that Agreement entitled in part "Amendment No. 1 to the
License Agreement dated 13th of June 2000" ("Amendment No. 1");
WHEREAS, ANTARES has granted BIOSANTE an option regarding the licensing of E2/T
Combi-Gel in the Agreement;
WHEREAS, ANTARES has offered within the "offering period" and BIOSANTE has an
interest in licensing E2/T Combi-Gel;
WHEREAS, the parties acknowledge that the prerequisites provided for in 10.3.1
of the Agreement have been met;
NOW, THEREFORE, the Parties hereby agree according to this Amendment No. 2 to
the License Agreement dated 13th of June 2000 (the "Agreement") ("Amendment No.
2") to amend the Agreement as follows:
1. BIOSANTE hereby agrees to accept an exclusive license of the E2/T Combi-Gel
pursuant to the terms and conditions set forth in the Agreement as amended
by Amendment No. 1.
2. The Parties hereby reaffirm their agreement to the terms and conditions
under 10.3.2 and 10.3.3 of the Agreement, and reaffirm that the payment
obligations in 10.3.3.1 of the Agreement have been fully eliminated
pursuant to 4.1(c) of Amendment No. 1.
1
***** - Denotes portions omitted pursuant to a request for confidentiality under
Rule 24b-2 of the Securities Exchange Act of 1934. A copy of this agreement with
the omitted information intact has been filed separately with the Securities and
Exchange Commission.
3. Except for the amendments and changes to the Agreement as set forth in
Amendment No. 1 and in this Amendment No. 2, which shall upon execution
hereof become an integral part of the Agreement, any and all terms and
conditions contained in the Agreement as agreed upon by the Parties shall
remain in full force and effect and shall not be changed, amended or
altered by this Amendment.
4. Any and all capitalized terms used herein but not defined shall have the
meaning ascribed to such terms in the Agreement.
5. The parties further agree that in the event that any further amendment,
change or alteration of the language or wording etc. of any Section of the
Agreement would be required to give full effect to any of the changes
agreed upon in this Amendment, then such further amendment, change or
alteration of the language or wording shall be made upon reasonable request
of either party.
IN WITNESSETH WHEREOF, the Parties have duly executed this Amendment affective
as of the 5th day of July 2001.
Antares Pharma IPL AG
Allschwil, June 27, 2001 /s/ Xxxxx Xxxxxxx
---------------------------------- -----------------------------------
Place and Date By: Xxxxx Xxxxxxx
Its: Executive Director
BioSante Pharmaceuticals, Inc.
Lincolnshire, IL, July 5, 2001 /s/ Xxxxxxx X. Xxxxx
---------------------------------- ---------------------
Place and Date By: Xxxxxxx X. Xxxxx
Its: President and CEO
2