Exhibit 10.24


 


AMENDMENT TO
AGREEMENT


 


This Amendment is being issued to incorporate the
following changes to the Pandel Agreement between Altana Inc. and CollaGenex
Pharmaceuticals, Inc.


Effective Immediately:


1.             The
following prices apply to all order placed after 6/1/03, these prices are valid
through 12/31/04:


·      2 gram sample               $11.06 per box of 36

·      15 gram tube                 $1.00 per tube

·      45 gram tube                 $2.12 per tube

·      80 gram tube                 $3.50 per tube


2.                                       In
any given year, Altana will provide one (1) sample order no charge when
CollaGenex places and receives a minimum of three (3) sample orders of 14,900
boxes of 36.


3.                                       CollaGenex
will change the definition of net sales to be no more than 6% discount from
gross sales, the same formula as the master contract between Altana and Taisho.


4.                                       Altana
cannot be charged for returned product for lots beyond a January 2004
expiration date. It is understood that returned goods with expirations previous
to January 2004 are Altana’s responsibility and deductions can be made from the
Quarterly Royalty payment thru 6/1/05.


5.                                       CollaGenex
will assume responsibility for all returned goods effective with and including
lot J442.


All other terms and conditions of the Agreement remain
the same.


CollaGenex
Pharmaceuticals, Inc.                                            Altana
Inc.


 


 


	
  

  	
   

  	
  /s/ Jeff Day

  	
   

  	
   

  	
  /s/ Kevin Sheil

  
	
  

  	
   

  	
  Jeff Day

  	
   

  	
   

  	
  Kevin Sheil

  
	
   

  	
   

  	
  Vice President, Dermatology

  	
   

  	
   

  	
  Sr. Vice President Strategic Planning

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  9/30/03

  	
   

  	
   

  	
  10/06/03

  
	
   

  	
   

  	
  Date

  	
   

  	
   

  	
  Date

  



 













SECOND
AMENDMENT TO AGREEMENT


between


ALTANA
INC.


and


COLLAGENEX
PHARMACEUTICALS, INC.


This
Second Amendment (this “Amendment”) to Agreement (as defined below) is made and
entered into as of November 17, 2006, by and between Altana, Inc., a New York
corporation (“Altana”), with its principal place of business located at 60
Baylis Road, Melville, New York 11747 and CollaGenex Pharmaceuticals, Inc., a
Delaware corporation (“CollaGenex”), with its principal place of business
located at 41 University Drive, Newtown, Pennsylvania 18940.  Altana and CollaGenex are sometimes referred
to collectively herein as the “Parties”.


PRELIMINARY
STATEMENTS


WHEREAS,
the Parties entered into that certain Agreement dated May 24, 2002, pursuant to
which Altana licensed to CollaGenex particular rights related to Pandel®;


WHEREAS,
the Parties amended the foregoing agreement on October 6, 2003 in order to
revise provisions of the Agreement (collectively, and as amended, supplemented,
restated or otherwise modified from time to time, the “Agreement”); and


WHEREAS,
the Parties desire to further modify the Agreement to redefine Altana’s right
to terminate the Agreement as provided for below.


NOW,
THEREFORE, in consideration of the foregoing, and other good and valuable
consideration, the receipt and sufficiency of which the Parties acknowledge,
the Parties hereby agree as follows:


1.             Definitions.  All capitalized terms used but not otherwise
defined herein shall have the meaning set forth in the Agreement.


2.             Section
4.03.  Section 4.03 shall
be deleted in its entirety and replaced by the following new Section 4.03:


“Section 4.03.  Termination by Altana.


Altana may terminate this
Agreement by notice to CollaGenex, upon any of the following conditions:













(a)           if CollaGenex shall fail to make any
payments to Altana on the date on which such payments are due hereunder and
such failure continues for more than thirty (30) business days after notice;


(b)           if CollaGenex shall fail to deliver
to Altana a Royalty Statement by the Royalty Payment Date and shall fail to
cure such default within thirty (30) days after notice from Altana with respect
thereto;


(c)           if CollaGenex shall commit any
willful or material breach of the provisions of this Agreement;


(d)           if CollaGenex shall cease to offer
the Product for distribution to its customers, except as may be for herein;


(e)           at any time, without cause, upon nine
(9) months prior written notice to CollaGenex, provided that Altana shall not
provide any such notice prior to February 1, 2007;


provided however, that with
respect to Sections 4.03(c) and (d), Altana has first given CollaGenex notice
specifying the details of the breach, and CollaGenex has not cured such breach
within ninety (90) days of the receipt of notice of such breach.”


3.             Effective Date of this Amendment.  This Amendment shall take effect as of the
last date on the signature page hereof.


4.             Effect of this Amendment.  Except as provided for in this Amendment, all
other terms of the Agreement shall remain in full force and effect and be
unaffected by this Amendment.


5.             Facsimile and Counterparts.  This Amendment may be executed by the Parties
by facsimile and in one or more counterparts, each of which shall be deemed an
original and all of which, taken together, shall constitute one and the same
instrument.













IN WITNESS WHEREOF, each of the Parties has caused
this Second Amendment to Agreement to be executed by its duly authorized
representative as of the day and year first above written.


 


	
  COLLAGENEX 

  PHARMACEUTICALS, INC.

  	
   

  	
   

  	
   

  	
  ALTANA, INC.

  	
   

  	
   

  	
  .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Andrew
  Powell

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Dave Klaum 

  	
  11/17/06

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Andrew Powell

  	
   

  	
   

  	
  Name:

  	
   

  	
  Dave Klaum

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Secretary

  	
   

  	
   

  	
  Title:

  	
   

  	
  Senior Vice
  President

  	
   

  
	
   

  	
  11/21/06

  	
   

  	
   

  	
   

  	
   

  	
  Commercial
  Business Operations