exv10w25



 



Exhibit 10.25


Amendment No. 1 to Exclusive License Agreement



           This Amendment No. 1 (this “Amendment”) to Exclusive License Agreement,
effective as of December 3, 1996 (as amended, the “License Agreement”) is made
as of October 1, 2002 by and between Pharmacia & Upjohn Company, a corporation
organized and existing under the laws of the State of Delaware (“Pharmacia”),
and United Therapeutics Corporation (formerly known as Lung RX, Inc.), a
corporation organized and existing under the laws of the State of Delaware
(“United Therapeutics”).


           WHEREAS, Pharmacia and United Therapeutics have entered into the License
Agreement regarding United Therapeutics’s development and commercialization of
the Product (as defined in the License Agreement);


           WHEREAS, United Therapeutics has received the FDA approval for the Product
in the United States;


           WHEREAS, the parties desire to amend certain terms and conditions of the
Agreement as set forth herein;


           NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by both parties, Pharmacia and
United Therapeutics hereby agree as follows:



	 	1.	 	Definitions. Unless otherwise defined herein, all
capitalized terms used in this Amendment shall have the meanings
ascribed to them in the License Agreement.
	 
	 	2.	 	Use of Know-How. For clarity, United Therapeutics
acknowledges and agrees that the Product, as approved by the
FDA, utilizes or incorporates the Know-How.
	 
	 	3.	 	Milestone Payment. United Therapeutics shall pay to
Pharmacia an amount equal to $100,000 within ten (10) days after
the signing of this Amendment as the milestone payment for the
approval of the first NDA in the United States pursuant to
Section 5.2(a) of the License Agreement.
	 
	 	4.	 	Amended Royalties. Section 6.1 of the License
Agreement is hereby amended and restated in its entirety as
follows:
	 
	 	 	 	“In consideration of the Know-How license granted to United
Therapeutics hereunder, United Therapeutics shall pay or caused to
be paid to P&U a royalty equal to 4% of Net Sales of the Product
in the Territory for a period of 10 years commencing on the date
of the first commercial sale of the first Product sold in the
applicable country in the Territory; provided, however, no
royalties shall be due on the first $25 million of Net Sales of
the Product in any calendar year. Notwithstanding the foregoing,
with respect to Europe only, United Therapeutics’ obligations to
pay royalties payable on Net Sales of a given Product shall cease
as of the date on which the Know-How embodied in such Product
becomes published or generally known to the public through no
fault on the part of United Therapeutics or its Affiliates or
sublicensees.”



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	 	5.	 	Third Party Royalties. Section 6.3 of the License
Agreement is hereby amended and restated in its entirety as
follows:
	 
	 	 	 	“If United Therapeutics or its sublicensees determine, at United
Therapeutics’ or its sublicensees’s discretion, that it is
necessary to pay royalties or other fees to any Third Party in
order to market or develop a Product in a given country of the
Territory, United Therapeutics may deduct such royalties from
royalties thereafter due P&U with respect to Net Sales of such
Product in such country, but in no event shall the royalties due
P&U on such Net Sales of such Product in such country on account
of any reduction pursuant to this Section 6.3 be thereby reduced
to less than 2% of Net Sales of Product for which royalties are
payable pursuant to Section 6.1 hereof.”
	 
	 	6.	 	Entire Agreement. This Amendment constitutes the
entire understanding and agreement between the parties and
supersedes all previous writings and understandings between the
parties with respect to the subject matter hereof. No term or
provision of this Amendment shall be varied or modified by any
prior or subsequent statement, conduct or act of either of the
parties, except that the parties may amend this Amendment by
written instruments specifically referring to and executed in
the same manner as this Amendment. In the event any of the
provisions in the License Agreement shall be inconsistent with
the provisions of this Amendment, the provisions in this
Amendment shall govern.
	 
	 	7.	 	No Other Changes. Except as expressly modified
herein, all terms and conditions of the License Agreement shall
remain in full force and effect.



           IN WITNESS WHEREOF, the parties have caused their authorized
representatives to execute this Amendment as of the date first above written.



	 	 	 
	PHARMACIA & UPJOHN COMPANY	 	
UNITED THERAPEUTICS CORPORATION




	 	 	 	 	 	 	 
	By:	 	
/s/ Douglas R. Morton, Jr.
	 	By:
	 	/s/ Paul Mahon
	Name:	 	
Douglas R. Morton, Jr.
	 	Name:
	 	Paul Mahon
	Title:	 	
Group Vice President, Technology
	 	Title:
	 	Sr. Vice President & General Counsel
	 	 	
Acquisitions & Operations	 	 	 	 
	 	 	
Discovery Research	 	 	 	 




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