SECOND AMENDMENT TO PATENT SECURITY AGREEMENT
Exhibit 10.33
SECOND AMENDMENT TO PATENT SECURITY AGREEMENT
THIS SECOND AMENDMENT TO PATENT SECURITY AGREEMENT (the “Amendment”) is entered into as of this 26th day of November, 2002 by and between UNIGENE LABORATORIES, INC., a Delaware corporation, having its principal place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (the “Company”), and ▇▇▇ ▇▇▇▇, a resident of New Jersey (the “Secured Party”).
W I T N E S S E T H :
WHEREAS, the Company and the Secured Party are parties to that certain Patent Security Agreement dated as of March 13, 2001 (the “Agreement”), as amended on May 29, 2001, pursuant to which the Company has granted the Secured Party a security interest in certain of its patents and patent applications to secure payment by the Company of the Obligations (as defined in the Agreement); and
WHEREAS, the Secured Party has agreed to execute this Amendment in connection with the Company’s execution of that certain License and Development Agreement, dated the date hereof, by and between the Company and ▇▇▇▇▇▇-▇▇▇▇▇ Laboratories, Inc.
NOW, THEREFORE, in consideration of the premises, the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1 Amendments. The Agreement is hereby amended by:
| .1 | deleting Section 4.1 in its entirety and replacing it with the following |
The Company owns all of the Collateral free and clear of any lien, encumbrance, mortgage, security agreement, pledge or charge other than a license and development agreement, dated the date hereof, between the Company and ▇▇▇▇▇▇-▇▇▇▇▇ Laboratories, Inc., pursuant to which the Company has licensed to ▇▇▇▇▇▇-▇▇▇▇▇ Laboratories certain rights under the Licensed Patents (as defined in the ▇▇▇▇▇▇-▇▇▇▇▇ License Agreement) including without limitation (i) Unigene’s United States Patent No. 6,440,392 issued on August 27, 2002, (ii) Unigene’s United States Patent No. 6,103,495, issued on August 15, 2000 and (iii) Unigene’s United States Patent No. 4,708,934, issued on November 24, 1987. Secured party acknowledges that Secured Party’s rights under this Agreement are subject to the ▇▇▇▇▇▇-▇▇▇▇▇ License Agreement.
| .2 | deleting Exhibit A attached thereto in its entirety and substituting therefore Exhibit A attached to this Amendment. |
2 No Other Changes. Except as expressly amended hereby, all of the terms and conditions of the Agreement remain in full force and effect.
3 Applicable Law. This Amendment shall be construed in accordance with and governed by the laws of the State of New Jersey without giving effect to conflicts of laws principles.
4 Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original and all of which shall constitute the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on the day and year first above written.
| UNIGENE LABORATORIES, INC. | ||
| By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇ | |
| Name: |
▇▇▇▇▇▇ ▇. ▇▇▇▇ | |
| Title: |
President & CEO | |
| /s/ ▇▇▇ ▇▇▇▇ | ||
| ▇▇▇ ▇▇▇▇ | ||
EXHIBIT A
UNIGENE U.S. Patent Rights
| Patent # |
Title |
Date of Patent | ||
| US 4,689,220 |
Immunization by Immunogenic Implant | August 25, 1987 | ||
| US 4,708,934 |
Alpha-Amidation Enzyme | November 24, 1987 | ||
| US 6,319,685 |
Alpha-Amidation Enzyme (Protein Interference) | November 20, 2001 | ||
| US 5,789,234 |
Expression Systems for Amidating Enzyme | August 04, 1998 | ||
| US 5,912,014 |
Oral Salmon Calcitonin Pharmaceutical Products | June 15, 1999 | ||
| US 6,086,918 |
Oral Peptide Pharmaceutical Products | July 11, 2000 | ||
| US 6,103,495 |
Direct Expression of Peptides into Culture Media (Divisional 1) | August 15, 2000 | ||
| US 6,210,925 |
Direct Expression of Peptides into Culture Media (Divisional 2) | April 3, 2001 | ||
| US 6,440,392 |
Nasal Calcitonin Formulations | August 27, 2002 | ||
| Application #09/780,870 |
Direct Expression of Peptides into Culture Media (Divisional 3) | Filing Date: February 9, 2001 | ||
| Application #09/780,643 |
Direct Expression of Peptides into Culture Media (Divisional 4) | Filing Date: February 9, 2001 | ||
| Application #09/997,465 |
Oral Peptide Pharmaceutical Products | Filing Date: November 29, 2001 | ||
| Application #10/094,306 |
Oral Peptide Pharmaceutical Dosage Form And Method of Production | Filing Date: March 7, 2002 | ||