EXHIBIT 10.18


 


AMENDMENT
TO THE LICENSE AGREEMENT


BY
AND BETWEEN


INDEVUS
PHARMACEUTICALS, INC. AND PALIGENT INC.


 


THIS AMENDMENT, dated as of April 10, 2003, by and
between Paligent Inc., formerly Heavenlydoor.com, Inc. (“Paligent”) and Indevus
Pharmaceuticals, Inc., formerly Interneuron Pharmaceuticals, Inc. (“Indevus”),
amends the License Agreement effective as of June 14, 2000 (the “License
Agreement”) by and between Paligent and Indevus.


 


W I T N E S S E T H:


 


WHEREAS,
Paligent and Indevus desire to amend the License Agreement upon the terms and
conditions set forth herein.


 


NOW,
THEREFORE,
in consideration of the premises contained herein, and for other good and
valuable consideration, the adequacy and receipt of which are hereby
acknowledged, the parties hereto agree as follows:


 


1.             Each reference in the License
Agreement to “Heavenlydoor.com, Inc.” shall be construed as “Paligent Inc.,”
and each reference to “HDCI” shall be construed as “Paligent.”


 


2.             Each reference in the License
Agreement to “Interneuron Pharmaceuticals, Inc.” shall be construed as “Indevus
Pharmaceuticals, Inc.,” and each reference to “Interneuron” shall be construed
as “Indevus.”


 


3.             Except as otherwise defined herein,
all defined terms used herein shall have the meanings set forth in the License
Agreement.


 


4.             Section 5.2.(a) of the License
Agreement is hereby deleted, amended and restated to read in its entirety as
follows:


 


“(a)         $500,000 on or before April 15, 2003, in
immediately available funds by wire transfer to an account specified in writing
by Paligent.”


 


5.             Section 5.4 of the License
Agreement is hereby amended by adding a new Section 5.4.4 thereto, which
Section shall read in its entirety as follows:


 


“5.4.4  Second Option.  At any time prior to September 30, 2004,
Indevus shall have the option (the “Second Option”) to (i) buy out the royalty
obligations set forth in Section 5.3, the milestone payment obligation set
forth in Section 5.2.(b) and any other payment(s)  which may be or which may become at any time due or owing by
Indevus to Paligent under the License Agreement (other than for reimbursement
of out-of-pocket expenses, if any, provided for under Article VII of the
License Agreement),  and (ii) obtain an
assignment from Paligent to Indevus of all rights, title, interest (and
obligations,


 

















 


if any, provided for
under Article VII of the License Agreement), throughout the Territory, in and
to the Patent Assets and the HDCI (Paligent) Know How, for $500,000. In the
event Indevus determines to exercise the Second Option, it shall pay Paligent
$500,000 in immediately available funds by wire transfer to an account
specified in writing by Paligent upon execution by the Parties of an assignment
agreement, whereupon the License Agreement shall terminate. Paligent shall assist
and cooperate with Indevus in evidencing and perfecting the assignment,
including executing all documents Indevus may reasonably request for such
purpose, all such assistance, cooperation and document preparation to be at the
sole cost and expense of Indevus, exclusive of legal fees and expenses of
counsel for Paligent.”


 


6.             Section 9.4 of the License
Agreement is hereby amended by replacing the address of Paligent with the
following:


 


Paligent
Inc.


369
Lexington Avenue, 10th Floor


New
York, NY 10017


Attention:
President


Fax
No. 212-983-2379


 


7.             Except as expressly amended or
waived by this Amendment, all of the provisions of the License Agreement shall
remain in full force and effect.  All
references to the License Agreement, from and after the date hereof, shall be
to the License Agreement as amended by this Amendment.


 


8.             In the event that any of the
provisions contained in this Amendment are held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby, unless the absence of the invalidated provision(s) adversely
affect the substantive rights of the Parties. 
In such event, the Parties shall replace the invalid, illegal or
unenforceable provision(s) with valid, legal and enforceable provision(s)
which, insofar as practical, implement the purpose of this Amendment.


 


9.             This Amendment shall be governed by
and construed in accordance with the laws of the State of New York without
reference to any rules of conflicts of law.


 


10.           The waiver by a Party hereto of any
right hereunder or the failure to perform or of a breach by another Party shall
not be deemed a waiver of any other right hereunder or of any other breach or
failure by said other Party whether of a similar nature or otherwise.


 


11.           This Amendment may be executed in two
or more counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.


 


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IN
WITNESS WHEREOF, the Parties have executed this Amendment as
of the date first set forth above.


 


	
   

  	
  PALIGENT INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Salvatore A. Bucci

  	
   

  
	
   

  	
  Name:

  	
  Salvatore A. Bucci

  
	
   

  	
  Title:

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
  INDEVUS PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Glenn L. Cooper

  	
   

  
	
   

  	
  Name:

  	
  Glenn L. Cooper

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
						



 


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