Exhibit
10.25


 


[Portions of this Exhibit have been
omitted pursuant to a request for confidentiality under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended. 
A copy of this Exhibit with all sections intact has been filed
separately with the Securities and Exchange Commission.]


 


 


Amendment No. 5


to the


License Agreement dated 13th of June 2000 (the


“Agreement”)


by and between




Antares Pharma IPL AG


Zug, Switzerland


as Licensor


(formerly known as Permatec Technologie AG)




and




BioSante Pharmaceuticals, Inc.


Lincolnshire, IL, U.S.A.


as Licensee


 


WHEREAS, Antares Pharma IPL AG, Zug,
Switzerland (“Antares”) and BioSante Pharmaceuticals, Inc., Lincolnshire,
Illinois (“BioSante”) have previously entered into a License Agreement dated
June 13, 2000 (“Agreement”), regarding the grant of a license with the right to
sublicense specified products, as well as a Supply Agreement of the same date;


 


WHEREAS, Antares and BioSante have also
entered into a series of four amendatory agreements subsequent to June 13,
2000, each of which has made specified amendments to the terms of the
Agreement, as follows: Amendment No. 1, dated May 20, 2001; Amendment No. 2,
dated July 5, 2001; Amendment No. 3, dated August 30, 2001; and Amendment No.
4, August 8, 2002;


 


WHEREAS, Antares and BioSante each
acknowledge that Antares and BioSante have identified issues involving
interpretation of the Agreement and the amendatory agreements regarding which
they disagree, specifically as to the appropriate timing of the milestone
payment provided for in paragraph 3.3.3 of the Agreement, as modified by
section 1-4(B) of Amendment No. 4, and the agreed geographical location of
product development activities; and


 

















 


WHEREAS, Antares and BioSante each desire
to resolve their differences without acknowledging the accuracy or validity of
the assertions of the other, except as may be set forth herein, and desire to
continue their business relationship subject to some altered terms;


 


NOW THEREFORE, Antares and BioSante hereby
agree pursuant to this Amendment No. 5 to the License Agreement dated 13th
of June 2000 (“Amendment No. 5”) to amend the Agreement as follows:


 


A.            MILESTONE


 


In order to
perform its obligations under paragraph 3.3.3 of the Agreement, as modified by
paragraph 1-4(B) of Amendment No. 4, Antares and BioSante agree that BioSante
shall pay


 


(1)                                  the
sum of Two Hundred Thousand Dollars (USD 200,000), upon execution of this
Amendment No. 5; and


(2)                                  an
additional XXXXXXXXXXXXXXXXXX Dollars (XXXXXXXXXX) upon the start of a clinical
trial of E2-XXXX Combi Gel in the USA or upon filing of a New Drug Application
with the US Food and Drug Administration for E2-XXXX Combi Gel by Solvay
Pharmaceuticals, whichever occurs first.


 


[A portion of this section has been
omitted pursuant to a request for confidential treatment under Rule 24b-2 under
the Securities Exchange Act of 1934, as amended.  A copy of this section with the portion intact has been filed
separately with the Securities and Exchange Commission]


 


The Parties agree and
acknowledge that the above sums are in full and complete performance of the
obligations in paragraph 3.3.3 of the Agreement, as modified by paragraph
1-4(B) of Amendment No. 4, and in full and complete settlement and resolution
of their differences with respect to such paragraphs, and that payment of such
sums are in addition to and different than payment of any other sums provided
for in the Agreement and any of the four prior amendments to it.


 


B.            GEOGRAPHY OF DEVELOPMENT ACTIVITIES


 


In order to
resolve the Parties’ disagreement regarding the proper geographical location of
development activities for defined Products:


 


(1)                                  BioSante
hereby acknowledges and agrees that its license from Antares regarding E2-XXXX
Combi Gel includes marketing rights only in the United States and Canada, and
regarding other Products, only in countries specifically enumerated in the
Agreement and/or one or more of the amendments to it, and hereby reaffirms that
it has no intention of undertaking or sublicensing development activities for
any purposes other than achieving regulatory approval and making subsequent
sales and undertaking related support activities in the countries with respect
to which it has received such licenses from Antares; and


 


2

















 


[A portion of this section has been
omitted pursuant to a request for confidential treatment under Rule 24b-2 under
the Securities Exchange Act of 1934, as amended.  A copy of this section with the portion intact has been filed
separately with the Securities and Exchange Commission]


 


(2)                                  Antares
and BioSante hereby acknowledge and agree that, under the terms of the
Agreement and the five amendments to it, activities constituting Development of
any Product may be undertaken in any geographical location inside or outside
the agreed and defined Territory for such Product, whether undertaken by
BioSante or its sublicensee Solvay Pharmaceuticals regarding E2-XXXX
Combi Gel, or any other sublicensee regarding any other Product, or any future
sublicensee, assignee or designee.  The
choices of location of such activities are in the sole discretion of BioSante,
Solvay or its assignee or designee, and such entities will not, by virtue of
their choice of location alone, be considered to be in breach of the Agreement
or any amendment to it.  As in section
B(1) above, it is acknowledged that all such activity will be directed toward
achieving regulatory approval and making subsequent sales and undertaking
related support activities in the territories in which BioSante, its current or
future sub licensees, or any future sub licensees, designees or assignees have
rights to the Products as specified in the Agreement and all amendments.


 


[A portion of this section has been
omitted pursuant to a request for confidential treatment under Rule 24b-2 under
the Securities Exchange Act of 1934, as amended.  A copy of this section with the portion intact has been filed
separately with the Securities and Exchange Commission]


 


C.            MISCELLANEOUS


 


The parties agree that
the Agreement shall, except for and in due incorporation of the amendments
agreed upon in Amendment No. 1, dated May 20, 2001; Amendment No. 2, dated July
5, 2001; Amendment No. 3, dated August 30, 2001; Amendment No. 4, dated August
8, 2002, and this Amendment No. 5, remain in full force and effect and is not
otherwise changed, altered or amended.


 


3

















 


IN WITNESSETH WHEREOF,
the Parties have duly executed this Amendment effective as of the 30th day of
December, 2002.


 


	
  Antares Pharma IPL AG

  	
   

  	
   

  
	
  PA

  	
  12/30/02
  

  	
   

  	
  /s/ Roger G. Harrison 

  
	
  Place
  and Date

  	
   

  	
  By:   Roger G. Harrison 

  
	
   

  	
   

  	
  Its:    President and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BioSante Pharmaceuticals, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Lincolnshire, IL

  	
  12/27/02

  	
   

  	
  /s/ Stephen M. Simes 

  
	
  Place
  and Date

  	
   

  	
  By:   Stephen M. Simes 

  
	
   

  	
   

  	
  Its:    President and CEO

  



 


4