Exhibit 10.1


 


Confidential Materials
omitted and filed separately with the


Securities and Exchange Commission.  Asterisks denote omissions.


 


Product License and Supply Agreement


Parties


This
Product License and Supply Agreement (the “Agreement”) is effective January 1,
2007 (the “Effective Date”), by and between


CollaGenex
Pharmaceuticals, Inc. with offices at 41 University Drive, Newtown,
Pennsylvania 18940, USA (“CollaGenex”), and


MediGene
AG, with offices at  Lochhamer Strasse
11, DE82152 Planegg/Martinsried, Germany (“MediGene”).


Recitals


WHEREAS, CollaGenex filed and on 27 May, 2006 the
U.S. Food and Drug Administration approved, New Drug Application 50/805
covering the marketing and sale of a 40mg controlled release doxycycline
monohydrate capsule conforming to the specifications described in such
application (such product being referred to as the “Product”), and


WHEREAS, CollaGenex filed a Request for Marketing Authorisation for the
Product with the U.K. Medicines and Healthcare Regulatory Agency on February
27, 2006 under file number PL 27682/0001 (the “RMA”) pursuant to the
decentralized approval procedure of the European Community, identifying as
concerned member states those countries identified with an *asterisk on Exhibit
A, and at or about the same time filed a national application seeking marketing
authorization for the Product in Switzerland;


WHEREAS, CollaGenex is the owner or licensee of
various Patents and Trademarks
more fully set out below, which cover the Product;


WHEREAS, MediGene
intends to build a direct sales force to specialize in the sale of
pharmaceuticals used to treat dermatological indications, which sales force
will directly call on dermatologists in selected countries in the Territory (as
defined below) and intends to sublicense the manufacture, marketing,
distribution and sale of the Product in the other countries in the Territory;
and


WHEREAS, CollaGenex wishes to license the right to manufacture, market,
distribute and sell the Product in the Territory and MediGene is willing and
able to so and wishes to accept such license.


CollaGenex and MediGene (each a “Party”) Agree As Follows:



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DEFINITIONS


In
this Agreement, the following terms appear as defined terms in more than one
place and have the meanings ascribed to them in the following sections or
paragraphs:


	
  Agreement

  	
   

  	
  Preamble

  
	
  Annual Accounting Period

  	
   

  	
  3(b)

  
	
  Batch

  	
   

  	
  7(d)

  
	
  Business Day

  	
   

  	
  7(e)

  
	
  Calendar Day

  	
   

  	
  4(e)

  
	
  CollaGenex

  	
   

  	
  Preamble

  
	
  Confidential Information

  	
   

  	
  19

  
	
  Cure Payment

  	
   

  	
  16(b)(i)

  
	
  Force Majeure

  	
   

  	
  20

  
	
  Know How

  	
   

  	
  2(c)

  
	
  License

  	
   

  	
  1 (a)

  
	
  Licensed Assets

  	
   

  	
  1(a)

  
	
  Losses

  	
   

  	
  22 (e)

  
	
  MediGene

  	
   

  	
  Preamble

  
	
  Minimum Sales

  	
   

  	
  5(c)

  
	
  Net Sales

  	
   

  	
  4(d)

  
	
  Party(ies)

  	
   

  	
  Preamble

  
	
  Patent(s)

  	
   

  	
  2(a)

  
	
  Payment

  	
   

  	
  14(b)

  
	
  Product(s)

  	
   

  	
  Preamble

  
	
  Product Data

  	
   

  	
  2(d)

  
	
  Product Know How

  	
   

  	
  2(c)

  
	
  Purchase Period

  	
   

  	
  7(a)

  
	
  Quarterly Report

  	
   

  	
  4(e)

  
	
  RMA

  	
   

  	
  Preamble

  
	
  RMA Approval

  	
   

  	
  4(c)

  
	
  Specifications

  	
   

  	
  7(b)

  
	
  Technology Transfer Agreement

  	
   

  	
  12(d)

  
	
  Term

  	
   

  	
  16(a)

  
	
  Territory

  	
   

  	
  1(d)

  
	
  Trade Mark

  	
   

  	
  2(b)

  
	
  Transfer Price

  	
   

  	
  8(a)

  



 


1.             Grant of License.


(a)                    Exclusive License. 
CollaGenex grants to MediGene an exclusive royalty bearing license and, as the case may be, an exclusive
royalty bearing sublicense (the “License”) under the Patents, the Trademarks,
the Product Know-How and the Product Data (all as defined below and
collectively referred to as the “Licensed Assets”) to the extent necessary to
obtain marketing authorisations for, and to manufacture,  have manufactured, to market, have marketed,
to distribute, have distributed, and to sell and have sold the Product in the
field of dermatology in the Territory.



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(b)                   Right to
Sublicense.   All licenses granted under this
Agreement shall include the right to grant sublicenses subject to the
appropriate terms hereof being accepted by any sublicensee, and on the express
understanding that any such sublicense shall not affect the performance or
other obligations of MediGene hereunder.


(c)                    Exclusivity. 
CollaGenex shall not itself, and shall not authorise any other party to,
market, distribute, or sell the Product in the Territory, nor will CollaGenex
market, distribute or sell in the Territory any other systemic product approved
for the treatment of acne or rosacea and having as its active ingredient
doxycycline.  Nothing in this paragraph
shall preclude CollaGenex from authorizing any other party to, or itself
deciding to, develop or market or sell in the Territory a systemic product
approved for the treatment of a clinical indication outside dermatology and
having as its active ingredient doxycycline.


(d)                   Territory.  The “Territory” shall mean those countries listed on Exhibit A. MediGene
shall not sell the Products outside the Territory, nor to any other person that
- to MediGene’s best knowledge - is selling or that intends to sell the
Products outside the Territory.


(e)                    Imports Into Territory. 
CollaGenex shall use its best efforts to ensure that Products are not
imported into the Territory from any other geography and shall immediately
respond to any report of such activity and shall take appropriate measures to
halt it.


(f)                      Non-Compete; Non-solicitation.  MediGene
agrees that, in consideration for receiving and acquiring this License, it will
not, for the term of this Agreement and for a period of one year thereafter,
except in case of expiration of the Agreement according to sec. 16(a), market,
distribute or sell any product which is an oral systemic therapy for
dermatological conditions containing doxycycline or any chemically modified
tetracyclines, neither will it solicit the employment of any employee of
CollaGenex. 


2.             Licensed Assets.


(a)                    Patents.  The “Patents” covered by this
Agreement include all the patents and patent applications, utility models and
designs related to the Product as of the Effective Date and at any time during
the Term of this Agreement, which are necessary or appropriate to market,
distribute, sell and manufacture the Product in the Territory, which are under
control of CollaGenex. The patents and patent applications as of the Effective
Date are listed and grouped on Exhibit B and include


(i)                                The SUNY Patent(s), of which CollaGenex is
the exclusive licensee in the field of dermatology, and to which CollaGenex
grants MediGene a sublicense pursuant to this Agreement;



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(ii)                             The Supernus Patent(s), of which CollaGenex
is the exclusive licensee in the field of dermatology, and to which CollaGenex
grants MediGene a sublicense pursuant to this Agreement;


(iii)                          The CollaGenex Patents, of which CollaGenex
is the owner and to which CollaGenex grants MediGene a license pursuant to this
Agreement.


Included in the Patents are
furthermore corresponding foreign intellectual property rights having the same
priority dates and patent applications that claim priority in whole or in part
from the specified foreign intellectual property rights including but not
limited to continuations, continuations-in-part, divisionals, reexaminations
and reissues of such foreign intellectual property rights.


(b)                   Trademarks.  The “Trademarks” covered by
this Agreement include all the trademarks listed on Exhibit B, provided,
however, that CollaGenex grants MediGene the right but does not impose on it
the obligation to use such trademarks for the purpose of promoting the
Products.  CollaGenex may at any time
remove any Trademark from Exhibit B upon notice to MediGene if, at such time,
MediGene has not informed CollaGenex of its intention to use such
Trademark.  MediGene shall be free to use
its own trademarks for the purpose of marketing, distribution, sale and
manufacturing of the Products.  If MediGene
elects to use the Trademarks, it shall use them only in connection with the
promotion of the Products and shall not alter, modify or otherwise change the
Trademarks. If changes to or of Trademarks are necessary due to legal,
regulatory or other aspects based on a good faith determination by MediGene,
Parties will jointly discuss how to implement such changes without diminishing
the goodwill attaching to any Trademark anywhere in the world and in light of
such discussions CollaGenex will not unreasonably withhold  approval to such changes. CollaGenex further
agrees that MediGene may use its own name and logo in connection with such
trademarks, provided that the manner of such use has first been approved by
CollaGenex, such approval not unreasonably withheld or delayed. Nothing in this
limited grant of rights shall imply that either Party acquires, nor will it
acquire, any further rights whatever in or to the trademarks or trade names of
the other Party


(c)                    Product Know-How. The “Product Know-How” covered by this
agreement means all Know-How (as defined below) related to the Product which is
under control of CollaGenex as of the Effective Date or is created during this
Agreement, which is not covered by the Patents but is necessary or useful to
market, distribute, sell or manufacture the Product. As used in this Agreement,
“Know-How” shall mean tangible and
intangible: techniques, technology, practices, trade secrets, discoveries,
inventions, methods, formulas, knowledge, know-how, skill, experience, tests,
assays, test data and results (including pharmacological, toxicological, pre-clinical
and clinical test data and results), technical, non-technical, analytical and
quality control data, results or descriptions, drawings, plans, diagrams,
software and algorithms.


(d)                   Product Data  The “Product
Data” covered by this Agreement shall include all the data included in the RMA,
and such other data referenced therein or otherwise under the control of
CollaGenex relating to the development,



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                                  manufacture, use or sale of the Product as
MediGene may reasonably request in order to carry out the intentions of this
Agreement.


3.             Consideration.


(a)                    Execution Payment.  In consideration for the grant of the above
license, MediGene will pay U.S. $5 million to CollaGenex within 30 days after execution of this Agreement.


(b)                   First Sales
Milestone.  MediGene will pay CollaGenex U.S.
$[**] when  aggregate revenues required
by GAAP to be reported from sales of the Product in the Territory for the first
time exceed U.S. $[**] in any twelve month period adopted by MediGene as a
financial year for purposes of its financial reporting (an “Annual Accounting
Period”).


(c)                    Second Sales
Milestone.  MediGene will pay CollaGenex U.S.
$[**] when  aggregate revenues required
by GAAP to be reported from sales of the Product in the Territory for the first
time exceed U.S. $[**] in any Annual Accounting Period, provided, however, that
in the event that both the first and the second sales milestones described in
Sections 3 (b) and 3(c) occur are passed in the same Annual Accounting Period,
both milestone payments, for a combined amount of U.S. $7.5 million, would be
payable in the same Annual Accounting Period. For the avoidance of doubt the Milestone payments under Sec. 3 (b) and
3 (c) shall under no circumstances exceed the aggregate amount of U.S. $ 7.5
million.


(d)                   Accounts and Exchange Rate. 
Payments according to Sec. 3 (b) an 3 (c) shall be paid within 30 days
after the annual accounts of MediGene have been audited by the certified public
accountant of MediGene. All Payments hereunder shall be payable in united States
dollars using the arithmetic average of the daily exchange rates (U.S.$/€)
during the Annual Accounting Period, for which a milestone payment shall be
made, taken from the Wall Street Journal, Eastern U.S. Edition or, if such
exchange rates are not available with respect to any given day, from Reuters
Daily Rate Report.


(e)                    Russian Milestone. MediGene will pay CollaGenex [**] of any
lumpsum payments received from distributors or sub-licensees within 3 years of
the execution of a sub-license or similar agreement providing such distributor
or sublicensee with the right to market and sell the Product in Russia. Such
payments shall be made to CollaGenex within 30 days of receipt by MediGene of
the corresponding payment.


4.             Royalties.


(a)                    Running Royalty.  MediGene shall pay to CollaGenex a running
royalty as follows:



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(i)                                12% of Net Sales on
the first U.S. $10 million of Net Sales in any Annual Accounting
Period; and


(ii)                             15% of Net Sales on
Net Sales in excess of U.S. $10 million in any Annual Accounting Period.


(b)                   Renegotiation of
Royalty.  For so long as MediGene does not
exercise its right to manufacture, the above rates may be renegotiated if the
Transfer Price (as defined below) exceeds [**]% of average unit sales price
required by GAAP to be reported from sales of the Products in those countries identified as Concerned
Member States in the RMA in any Annual Accounting Period.


(c)                    Minimum Royalties.  At any time after CollaGenex has obtained “RMA
Approval” (being the national marketing authorisation in Germany and
U.K.) royalties payable to CollaGenex shall be no less than:


(i)                                U.S. $[**] in the
Annual Accounting Period relating predominantly to 2007,


(ii)                             U.S. $[**] in the
Annual Accounting Period relating predominantly to 2008;


(iii)                          U. S. $[**] in the
Annual Accounting Period relating predominantly to 2009, and in all Annual
Accounting Periods thereafter.


provided, however,
that the amounts may be reduced in the manner set out in the attached Exhibit D
if RMA Approval is not obtained before [**];


(d)                   Net Sales.  For the purposes of this Agreement, “Net
Sales” shall mean aggregate amounts received from sales of the Products in the Territory by MediGene or its
sublicensees, less all trade or
quantity discounts or rebates actually allowed, discounts or rebates actually
allowed to government or non-government healthcare providing organizations, returns, and prompt payment
discounts, calculated according to GAAP consistently applied.


(e)                    Reports.  Within [**] Business Days of
the end of each [**], MediGene shall provide CollaGenex with a non-binding
pro-forma estimate of Net Sales of the Product in the Territory during such
[**].  Within [**] calendar days (each
day counted on the calendar being considered a “Calendar Day” whether or not
business is conducted on such day) of the end of each calendar [**] (or
whatever [**] date MediGene shall adopt for purposes of its financial
reporting), MediGene shall submit to CollaGenex a report setting out the
prescriptions, unit sales and selling prices of the Product in the Territory in
such [**] in sufficient detail, but not including any customer data, to
substantiate its calculation of the royalty payable in respect of such [**]
(the “[**] Report”).


(f)                      Payments and Exchange Rate.  All
payments required under this Section shall be calculated in Euros and made in
United States dollars using the arithmetic average of the daily exchange rates
(e.g., Dollar/Euro), during the quarterly accounting period covered by the
relevant royalty calculation, taken from The
Wall Street Journal , Eastern U.S. Edition or, if such exchange
rates are not



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                                  available with respect to any given day, from
the Reuters Daily Rate Report.
Such amounts will then be delivered for deposit to the account or accounts
specified from time to time by CollaGenex within 60 Calendar Days of the end of
the quarter in which they became due. The shortfall, if any, between paid
royalties and Minimum Royalties,  will be
paid together with the royalty payment for the fourth quarter of each Annual
Accounting Period.


(g)                   Withholding Taxes. 
MediGene shall be responsible for paying and for accounting for all
withholding or other taxes for which the payor of any of the payments described
above is legally responsible, and shall fully document any such payment which
diminishes the amount of royalty or other payments due to CollaGenex.


(h)                   Right to Audit. 
MediGene shall keep records in sufficient detail to permit the
determination of Net Sales and royalties payable under this Agreement and, at
the request and expense of CollaGenex, shall permit an independent certified
public accountant, reasonably acceptable to both parties, to examine, in
confidence, during ordinary business hours once in each Annual Accounting
Period, subject to a thirty (30) day written notice by CollaGenex thereof, such
records as may be necessary to verify or determine royalties or other payments
paid or payable under this Agreement. 
CollaGenex shall pay for such audits and inspections, except that in the
event that any such audit covering at least four (4) calendar quarters reveals
that, during the period covered by the audit, MediGene paid to CollaGenex less
than ninety-five percent (95%) of the aggregate amount of Royalties that were
due to CollaGenex with respect to such period, MediGene shall be obligated to
reimburse CollaGenex for the reasonable out-of-pocket costs incurred by
CollaGenex with respect to such audit.


5.             MediGene Promotional Obligations.


(a)                    Sales Force. 
MediGene will, at its own expense, maintain, manage and compensate a
direct sales force or a contractual sales force that calls on dermatologists in
the Territory and at all times is believed by MediGene to be sufficient to
achieve in excess of the Minimum
Sales set out below.  MediGene shall ensure that such sales force is trained in the
promotion and sale of the Product.  All
costs related to the training of the sales force shall be borne by MediGene.


(b)                   Promotion.  MediGene shall use all
reasonable legal efforts to promote and sell the Products in the
Territory.  MediGene will be responsible
at its own expense for designing and producing all promotional materials in
compliance with applicable EU directives, provided, however, that CollaGenex
shall make available to MediGene upon request examples of all promotional
materials used by CollaGenex to promote the Product outside the Territory.


(c)                    Minimum Sales. 
MediGene shall achieve, subject to CollaGenex’s diligent and timely
fulfillment of obligations under this Agreement, at least the following



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                                  aggregate levels of Net Sales of the Products
in the Territory, during the following time periods (the “Minimum Sales”):


Annual Accounting Period relating
predominantly to 2009              $[**]


Annual Accounting Periods after 2009 up to
and until competition by systemic antibiotic products with submicrobial
formulations or applications, including but not limited to incyclinide, is
launched in the Territory            $[**]


provided, however,
that these amounts may be [**] in the manner set out in the attached ExhibitD
if RMA Approval is not obtained before [**]


The failure to achieve the Minimum Sales in
2009 or any subsequent Annual Accounting Period in which Minimum Sales have to
be achieved shall trigger CollaGenex’s right of termination set out in Section
16 (b) (i).


6.             Marketing Authorisations


(a)                    RMA Approval.


(i)                                CollaGenex will use reasonable best efforts to achieve RMA Approval.


(ii)                             In case that RMA Approval is granted as a conditional approval any reasonable costs
and expenses arising in connection with or fulfilling the conditions attached
to such approval shall be borne


(A)           solely by CollaGenex if such condition is to be fulfilled prior to sale
of the Product in Germany or U.K. or


(B)             as follows if such condition is to be
fulfilled subsequent to approval and sale of the Product in Germany or U.K.:


(aa)         the first $ [**].- shall be borne solely by CollaGenex;


(bb)         the next $ [**].- shall be borne solely by MediGene;


(cc)                          Amounts in excess of $ [**].- shall be split
with [**]% borne by CollaGenex and [**]% borne by MediGene,


provided, however, that if
MediGene reasonably estimates that the cost of fulfilling any post-approval
condition will exceed $ [**].-, MediGene shall have the right, at any time,
during a period of [**] days following the announcement of a post approval
condition, to refuse to fund the fulfillment of such post approval condition,
in which case all of its rights and obligations under this Agreement with
respect to the country requiring such post approval condition shall terminate.


(iii)                          CollaGenex warrants, that it will promptly transfer
on a country-by-country basis to MediGene all the national marketing
authorisations that CollaGenex
obtains in the Territory; provided, however, that if transfer of



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                                           such marketing authorisations is for any
reason not permitted, CollaGenex will use best efforts to provide MediGene with
all the rights necessary to carry out the activities contemplated by this
Agreement.  At the time of each such transfer, MediGene shall assume the
responsibilities of a marketing authorisation holder in the relevant country.
CollaGenex shall provide MediGene with copies of or access to all the documents
received by CollaGenex in connection with achieving of or applying for national
marketing authorisations, together with such clinical documentation and
clinical results as may be needed by MediGene (including its affiliates or
sublicensees) to fulfill its obligations under this Agreement and to comply
with applicable laws in the Territory.


(iv)                         Immediately following RMA Approval CollaGenex
will transfer to MediGene the sponsorship of all national marketing
authorisations that are pending at that time, provided, however, that if
transfer of such marketing authorisations is for any reason not permitted,
CollaGenex will use best efforts to provide MediGene with all the rights
necessary to carry out the activities contemplated by this Agreement.


(b)                   Further Marketing Authorisations  [**]
days after receipt of RMA Approval, MediGene shall formulate, submit to
CollaGenex, and begin diligently to pursue a plan for obtaining marketing
authorisations for the Product [**]. Such plan shall be subject to approval by
CollaGenex (such approval not to be unreasonably withheld). In the event that
MediGene fails for any reason to put together a plan that meets with CollaGenex’s
reasonable approval with respect to any country, or fails to obtain a marketing
authorisation in any country specified in the approved plan within the time
frame set out for such country in the plan, then CollaGenex shall have the
right itself, or through a third party, on a co-exclusive basis to seek a
marketing authorization in such country and to market and sell the Product in
such country. 


(c)                    Specifications. In its dealings with regulatory agencies in
the Territory in connection with obtaining or maintaining marketing
authorisations, MediGene shall not agree to any changes in the Specifications
for the  Product without obtaining
advance written approval of CollaGenex, pursuant to the notice procedure
specified in Section 21.


(d)                   Pricing Negotiations.  
MediGene shall be responsible for pricing and reimbursement negotiations
with relevant authorities and private-sector pharmaceutical benefit management
organizations in the Territory.


(e)                    Status Reports.  In
its Quarterly Reports MediGene shall inform CollaGenex each quarter of the
status of (i) its efforts to obtain marketing authorisations in the Territory
and (ii) pricing and reimbursement negotiations for authorised products in the
Territory.


(f)                      Cooperation in Regulatory Affairs. Upon reasonable advance notice each Party
agrees to make its employees and non-employee consultants reasonably
available (up to 40 hours per year) at their respective places of employment to
consult with the other Party on issues arising in connection with any request



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                                  from any regulatory agency, including ,
without limitation, regulatory, scientific, technical and clinical testing.


(g)                   Maintenance of Marketing Authorisations.  At
the time of receiving the transfer from CollaGenex of any marketing
authorization, or of itself obtaining any marketing authorisation, MediGene
shall assume the reponsibilities of Marketing Authorisation Holder in the
relevant country and will, at its sole cost and expense, maintain all such
marketing authorisations or other rights, including obtaining any variations or
renewals thereof and paying any license or other fees required as part of such
maintenance.


(h)                   Registration Dossiers. 
CollaGenex shall have the right of full access at any time to any of the
registration dossiers of MediGene, including stability and all other data
associated with the Product, to enable CollaGenex (or an affiliate of
CollaGenex or an authorised regulatory agent of CollaGenex) to utilise the data
contained therein for any registration applications that CollaGenex may wish to
make in any jurisdiction for any product for clinical indications outside
dermatology.


(i)                       Adverse Drug Event Reporting. Parties will enter into a separate agreement
concerning Adverse Drug Event Reporting reflecting the requirements of applicable
laws and regulations.


7.             Manufacture, Purchase and Supply
of Product


(a)                    Purchases.  Until MediGene has exercised
its right to manufacture and executed the Technology Transfer Agreement
pursuant to Section 12 of this Agreement, and additionally thereafter for any
transitional period provided in the Technology Transfer Agreement (such entire
period being referred to as the “Purchase Period”), MediGene shall purchase the
Product exclusively from CollaGenex and CollaGenex agrees to manufacture or
have manufactured and sell the Product exclusively for and to MediGene during
the Term of this Agreement for sale of Product in the Territory.


(b)                   Quality Assurance. CollaGenex shall manufacture or have
manufactured the Product in accordance with the specifications set forth in the
approval of the marketing authorisations in the Territory (the “Specifications”),
all laws and guidelines that apply to it or its operations, Good Manufacturing
Practices (including European GMP) and applicable laws, guidelines and
regulations referenced in the marketing authorisation issued by the reference
member state, provided, however, that any additional costs incurred in
conforming to such Specifications, practices or guidelines, to the extent they
deviate from the specifications of the Product set forth in the FDA approval
relating to NDA 50/805, shall be borne by MediGene. However, if those
additional costs include set up or other costs prior to initiation of
manufacture that are estimated by MediGene as likely to exceed $ 1,000,000.-,
then MediGene shall have the right to terminate this Agreement pursuant to
section 16 (c) (v). CollaGenex shall not, without prior written notice to
MediGene, change its current contract


 



 10














 


                                  manufacturer Cardinal Health and will not
delegate, assign, or otherwise contract out to any other  person any portion of manufacturing.


(c)                    Forecasting.   MediGene shall provide CollaGenex with a
rolling twelve month non-binding forecast of anticipated quantities and order
dates for Products.  Such forecast shall
be updated and submitted quarterly, within the [**] day period following the
end of each quarterly accounting period. 
CollaGenex will use reasonable commercial efforts to meet orders for
Products that exceed the forecast, but shall incur no liability if it is unable
to do so.


(d)                   Batch Size.  Purchase Orders shall be in
multiples of [**] Batches, with one batch having the size of approximately [**]
capsules (a “Batch”), packed into [**] drums each weighing approximately [**].


(e)                    Order and Acceptance. 
MediGene shall place orders for Product with CollaGenex from time to
time, not less than [**] Calendar Days prior to the requested date of delivery,
on the terms and conditions of this Agreement, which shall have precedence over
the terms of any purchase order issued by either party, save in respect of
quantities, prices, and delivery dates. 
CollaGenex shall acknowledge every order it receives. Although no order
shall be binding unless and until accepted by CollaGenex, provided that
CollaGenex shall be obliged to accept orders at least once per quarter that do
not exceed the applicable forecast or one Batch.  CollaGenex shall notify MediGene within [**]
business Business Days [**] of receipt regarding the acceptance or rejection of
a purchase order. Accepted purchase orders shall be binding (a “Business Day”
being a day on which the banks are open for business in both Newtown,
Pennsylvania and Munich).


(f)                      Labeling and Packaging. 
MediGene shall label
and package all Product in accordance with the applicable marketing
authorisation and with all other requirements under laws applicable to
importing, marketing, distribution and sale in the Territory, and shall be
responsible, at its own expense, for validating all packaging and handling
facilities necessary to complete this process, and paying all fees associated
therewith.


(g)                   Sufficient Quantities. MediGene shall maintain, subject to
availability and delivery from CollaGenex, sufficient stock of Products to
respond to customer demand without delay at all times, and as a minimum shall
keep sufficient quantities in stock to supply [**] months of projected sales.


(h)                   Storage.  MediGene shall store the Product in
accordance with the provisions of applicable marketing authorisations and in
accordance with the requirements pertaining to the storage of human
pharmaceutical products from time to time in force in the Territory, including
the Guidelines on Good Distribution Practices adopted from time to time by the
European Commission.


(i)                       Delivery and Risk of Loss. The terms of delivery from CollaGenex to
MediGene shall be “ex works CollaGenex’s (or its manufacturer’s) warehouse” as
defined in Incoterms 2000, and ownership and risk of loss shall pass to
MediGene accordingly.



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(j)                       Delay.  CollaGenex shall promptly
provide MediGene with as much notice in writing as possible of a potential
delay in supply of the Product and such notice shall explain fully the reason
for such delay. The Parties shall then discuss how the delay may be minimized
or avoided.


(k)                    Remaining Shelf Life. Product delivered to MediGene must have a
remaining shelf life of at least [**]% of the shelf life acknowledged by a
competent authority.  Initially this
remaining shelf life shall not be less than [**] months.


8.             Transfer Price of Product


(a)                    Transfer Price.  Unless otherwise agreed upon in writing between the Parties, the price
of the Products when sold by CollaGenex to MediGene (the “Transfer Price”)
shall be US $ [**] per capsule. This price is approximately equivalent to [**]%
of the price currently paid by CollaGenex to its contract manufacturer.


(b)                   Price Increase. 
The price of the
Product may be increased by CollaGenex from time to time, but not more than
[**], by giving notice to MediGene [**] Calendar Days prior to the date
scheduled for such change, provided, however, that the Transfer Price resulting
from any such increase shall not exceed the greater of


(i)                                The [**] multiplied by the [**] in the
producer price index published by the United States department of Labor over
the applicable twelve month period; or


(ii)                             [**]% of the price paid by CollaGenex to its
contract manufacturer for the Product.


(c)                    Payment Terms.  Invoices for Products supplied under this
Agreement shall be payable by MediGene net [**] Calendar Days from the date of
delivery, by bank transfer to such account as CollaGenex shall specify in
writing.


(d)                   Taxes.  All sales, use, transfer and
other taxes including VAT and duties imposed with respect to the Products or their
sale by CollaGenex to MediGene shall be paid by MediGene, and shall not
diminish or be deducted from the amount of payments due to CollaGenex.


9.             Product Documentation and
Inspection


(a)                    Certificate of Analysis.  Each
Batch of Product shipped to MediGene shall be accompanied by a Certificate of
Analysis and a certificate of compliance or release certificate that confirms
conformity of the Product with the Specifications  and that the Product was manufactured and tested
in compliance with the Specifications, applicable laws and recognised
pharmaceutical rules. Disposition showing the date of manufacture and the
expiry date of the Products.



 12
 






 



(b)                   Inspection upon delivery. 
MediGene shall inspect each delivery of the Product within [**] Business
Days of receipt at MediGene’s premises (or at the premises of its authorised
representative) and shall notify CollaGenex by facsimile, with a hard copy by
airmail, within [**] Business Days of such inspection of any shortages, damage
or discrepancies after which, in the absence of such notification, the whole
delivery of Product shall be deemed accepted free of such shortages, damages or
discrepancies.


(c)                    Claim of Non-Conformity.  In
the event of a claim by MediGene of shortages, damage or discrepancies,
MediGene shall make available to CollaGenex (or to an authorised representative
of CollaGenex) all reasonable facilities for the inspection of the
Product.  In the event of acceptance by
CollaGenex of a complaint in respect of shortages, damage or discrepancies,
CollaGenex shall take back the Product and, at the discretion of MediGene,
either promptly replace the affected Products free of charge or issue a credit
note in favor of MediGene.


(d)                   Testing and Release of the Product. 
MediGene shall engage a qualified person in accordance with the
Community Code on Medicinal Products 2001/83, as amended, and relevant national
requirements.  MediGene shall test, as
necessary, and release the Product on entry to a country of the European Union
in accordance with the terms of the marketing authorisation for such
country.  Copies of the test results,
certificates of conformity and certificates of release shall be sent to
CollaGenex as soon as reasonably possible after they are received by MediGene
and such test results and certificates shall be considered as Confidential
Information.


(e)                    Failure of Test.  In
the event of a delivery of the Product failing testing and release in
accordance with the terms of a marketing authorisation, MediGene shall promptly
notify CollaGenex and furnish CollaGenex with the test results. CollaGenex
shall then be afforded not less than [**] but no more than [**] Business Days
to re-perform all relevant tests (including microbial tests) from retained
samples of the relevant batch. 
CollaGenex shall furnish MediGene with a copy of its re-test results as
soon as they are available.  In the event
of confirmation, by re-test, that the batch does not meet the specifications of
the marketing authorisation, then CollaGenex shall take back the Product and
promptly [**] with CollaGenex meeting the [**] to the Territory within [**]
Calendar Days of the provision of the re-test results to MediGene.


(f)                      Conflicting Results.  In
the event of conflicting results by re-test, the Parties shall appoint a duly
validated independent laboratory to conduct a third test, and the findings of
such laboratory shall be binding on the Parties.  If the independent tests indicate that the
batch does not meet the Specifications, then CollaGenex shall pay the [**] and
[**] with CollaGenex meeting the [**] to the Territory within [**] Calendar
Days of the provision of the re-test results to MediGene.  If the independent tests indicate that the
batch does meet the specifications of the marketing authorisation, then
MediGene shall pay the [**] and shall be solely responsible for taking the
matter further with the relevant importation authority.



 13
 






 



10.           Changes in Product Formulation


(a)                    Notice.  Subject to the last sentence of
this Section, should CollaGenex intend, or be required, to change the
Specifications, formulation, presentation, method of manufacture, manufacturing
location, composition or make any other material change to the Product, then it
will provide MediGene with as much written notice as possible to that effect,
such notice to provide full details of the material change.  In any event, CollaGenex will provide not
less than [**] Calendar Days notice to MediGene before implementing the
material change to the Product contemplated by CollaGenex. Any such change
contemplated by this Section that is not required by a regulatory authority is
subject to prior written approval by MediGene, not to be unreasonably withheld
or delayed.


(b)                   Conforming Changes.  In
the event of receipt of a notice in accordance with the preceding paragraph,
MediGene will be responsible for making the applications for variations (if
any) to the Marketing Authorisation(s) and CollaGenex shall promptly furnish
MediGene with reasonable assistance in providing data, information and the like
that may be required by MediGene or by a regulatory agency in the Territory to
successfully procure such variations. 
The third party costs or regulatory agency fees associated with making
and progressing such applications for variations to Marketing Authorisations
shall be borne by MediGene in case that the Changes are required by any
regulatory authority. In any other case costs shall be borne by CollaGenex.


11.           Regulatory Compliance and
Pharmacovigilance


(a)                    Importation. 
MediGene shall be responsible for obtaining any import licence
and import certificate required under applicable national laws in the
Territory in order to import the Product into the Territory.


(b)                   Reporting.  MediGene shall comply with all
laws, regulations, and guidelines in the Territory pertaining to adverse events
and the reporting thereof, as well as other aspects of pharmacovigilance.  MediGene shall be responsible for all
communications with any government agencies in the Territory with respect to
these matters and other reporting obligations, provided, however, that
CollaGenex shall promptly provide MediGene with all reasonable assistance in
this regard, and use all reasonable endeavors to keep MediGene informed in
relation to serious adverse events relating to the Product or doxycycline
monohydrate 40mg capsules for q.d. dosage which are specifically and directly
reported to it whether from inside or outside the Territory. Parties will enter
into a separate agreement in regard of adverse event reporting before the sale
of the Product in the Territory is initiated in order to apply with the
applicable laws.


(c)                    Inspections and certificates.  In
order to comply with the provisions of applicable EU Directives or national GMP
regulations relating to the importation of pharmaceutical products, the
facilities of CollaGenex, or its contract manufacturer, may be inspected by a
regulatory agency from the Territory. 
Any fees required by the regulatory agency for, or other costs incurred
by CollaGenex in connection with, such inspection shall be borne by
MediGene.  If as a result of such
inspection the manufacturing process has to be changed in



 14
 






 



                                  order to comply with national/European
GMP-standards, the arising costs shall also be borne by MediGene. CollaGenex
will use its reasonable endeavors to provide both MediGene and the regulatory
agency all assistance in the carrying out of such inspections, and CollaGenex
shall furnish MediGene with copies of all inspection reports (redacted only as
necessary) that the regulatory agency provides, post inspection, to it or its contract
manufacturer.  Such reports shall be
treated as Confidential Information hereunder.


(d)                   Manufacturing Licenses. 
CollaGenex shall furnish MediGene with copies of all inspection reports
of its manufacturing facilities (redacted only as necessary) from the United
States Food & Drug Administration (“FDA”) together with copies of licences
and other documents issued by the FDA or analogous regulatory authorities to it
or its contract manufacturer.  Such
reports, licences and the like shall be treated as Confidential Information
hereunder.


(e)                    Recalls. 
MediGene shall be
solely responsible for managing Product returns and for taking all decisions
and actions relating to the recall or proposed recall of any of the Products,
provided, however, that to the extent any such recall is a result of a defect
in a Product resulting from its manufacture by CollaGenex or its contract
manufacturer, CollaGenex shall reimburse such reasonable out of pocket expenses
as MediGene incurs in effecting such recall.


(f)                      U.S. Regulatory Compliance. 
MediGene shall promptly inform CollaGenex of any adverse or other event
that might be required to be reported to a United States regulatory agency,
including all adverse event reports or product defect reports, as soon as it
may become aware of the same, and shall assist CollaGenex in meeting its
responsibilities regarding the collection, investigation and reporting of
Adverse Drug Effects in compliance with United States national laws and
regulations provided, however, that CollaGenex shall be responsible for all
communication with any United States governmental agencies and for satisfying
the regulatory requirements of such agencies relating to the promotion and sale
of the Products by MediGene in the Territory.


12.           Manufacture of Product 


(a)                    Initial Manufacture. 
CollaGenex shall be responsible for the manufacture of the Product for
the duration of the Purchase Period. 
CollaGenex may subcontract all or any part of the manufacturing process.


(b)                   Exercise of Right to Manufacture.  
MediGene may exercise its  right
to manufacture the Product for itself at any time during the term of this
Agreement upon [**] notice to CollaGenex.


(c)                    Inspection and Validation  All
costs and fees associated with inspection and validation by any competent authority
in the Territory of any facility at which MediGene or its manufacturer may
conduct the manufacturing process shall be borne exclusively by MediGene.



 15
 






 



(d)                   Technology Transfer.  In
connection with the exercise of MediGene’s right to manufacture, CollaGenex
shall enter into an appropriate technology transfer agreement with MediGene
(the “Technology Transfer Agreement”) setting out the services, licenses,
know-how transfers, documents etc. which are necessary and appropriate to
conduct the manufacture of the Product which MediGene may require of CollaGenex
in connection with the technology transfer. CollaGenex shall deliver any and
all such documents necessary to conduct the manufacturing process promptly on
request. MediGene shall not be obliged to pay under the Technology Transfer
Agreement any royalty or service fees or reimbursement for licenses, neither
will it receive any ongoing maintenance or support services after the initial
set up and start up phase.  CollaGenex
will, however, be compensated reasonably for time spent by CollaGenex employees
or consultants to perform such initial set up and start up services and will be
reimbursed for all reasonable out of pocket expenses incurred in connection
therewith.  The Technology Transfer
Agreement shall also include provisions superseding the provisions of Articles
7, 10 and 11 of this Agreement.


(e)                    Export License  It
shall be a specific condition precedent to any transfer of technology by
CollaGenex to MediGene, that CollaGenex shall have received from the government
of the United States of America any required export license or licenses
permitting the export of technology, intellectual property rights and other
information and data relating to the manufacture of the Products and necessary
to the proper exercise by MediGene of its rights hereunder.


(f)                      Failure to Agree.  If
for any reason the Parties are unable to reach agreement on the terms of the
Technology Transfer Agreement, after making good faith efforts for a period of
[**] months following the provision of notice by MediGene to CollaGenex that it
intends to exercise its right to manufacture the Products, the Purchase Period
shall be extended indefinitely unless and until either Party exercises its
right to terminate this Agreement. For the avoidance of doubt it is stated that
the failure to agree does not constitute an independant right to terminate this
Agreement.


13.           Maintenance and Defense of
Intellectual Property.


(a)                    Maintenance and Prosecution.  
CollaGenex shall at its own expense maintain all of the Trademarks and
Patents, and shall diligently prosecute those patent applications, referenced
on or arising out of any of the applications referenced on Exhibit B.
CollaGenex will inform MediGene about any change in the status of any such
Patent, Trademark or any such patent application.  MediGene shall, at no cost or expense to
MediGene, provide such assistance and cooperation in the Territory as
CollaGenex shall reasonably request.


(b)                   Notice.  Each Party shall promptly
notify the other of any activity in the Territory that might constitute
infringement of the Trademarks or Patents or illegal or unauthorized use of the
Product Know-How or Product Data.


(c)                    Prosecution of Infringement and Patent
Enforcement.  CollaGenex shall, to the extent it is authorized
or permitted by its licensors, vigorously assert and defend



 16
 






 



                                  the Patents and other Licensed Assets
relating to the Products and shall prosecute the judicial or administrative
proceedings against infringements or unauthorized use of the Licensed Assets.
Parties will agree upon reasonable measures (including legal actions and
litigation), taking into account the cost and potential commercial benefit of
such actions, to seek to enjoin the entry into the market of any product that
might infringe such Patents or other elements of the Licensed Assets. Upon
CollaGenex’s request, MediGene shall, at CollaGenex’s cost and expense, provide
such support to CollaGenex as may be necessary to successfully prosecute any
action against such infringement.


(d)                   Failure to Enforce.  In
the event, that CollaGenex fails to initiate reasonable measures against any
infringement or unauthorized use of the Licensed Assets within [**] days after
notice given by either Party to the other of said infringement, MediGene may
take and control such action as it deems appropriate, including without
limitation, the filing of a lawsuit against the infringing third party. In such
event CollaGenex shall, at CollaGenexs’ cost and expense, provide such support
to MediGene as may be necessary to successfully prosecute any action against
such infringement.


(e)                    Right to Control.  The
Party undertaking the legal action or lawsuit shall have the right to control
such action, notwithstanding the right of the other Party to join voluntarily
any lawsuit or legal action and to participate at its own expense. The Party
controlling any lawsuit or legal action may not settle or consent to a
judgement without the express written consent of the non-controlling Party,
such consent not to be unreasonable withheld or delayed.


(f)                      Enforcement Expenses.  The
expenses of the controlling Party of taking any measure, or maintaining any
action or litigation in defense of the Licensed Assets in the Territory shall
be allocated equally between the parties. Notwithstanding the respective
indemnity obligations of the Parties set forth in Sec. 22 nothing in this
paragraph shall relieve MediGene of its obligations to continue to pay
royalties during the pendency of any such action or litigation.


(g)                   Allocation. Unless otherwise mutually agreed by the Parties, and subject to the
respective indemnity obligations of the Parties set forth in Sec. 22, all
monies recovered upon the final judgment or settlement of any lawsuit or legal
action shall be allocated


(i)                                               first, to reimburse the controlling Party for
its cost relating to the legal action (including attorneys’ fees);


(ii)                                            second, to the parties to the action (both
controlling or joining voluntarily, but no compulsory joinder) on a pro rata
basis to the extent of any Losses incurred by them as a result of the
infringement; and


(iii)              third, to the controlling Party


(h)                   Infringement actions by third parties. In the event that any claim, action or
proceeding against a Party to this Agreement is threatened or commenced and
such claim, action or proceeding pertains to Licensed Assets,  the Party shall



 17
 






 



                                  give prompt notice to the other Party.  CollaGenex shall, at its sole cost and
expense, defend any and all such infringement claim, action or proceeding
directed against MediGene for the use of the Licensed Assets within the scope
of this Agreement , and shall indemnify and hold harmless MediGene from any and
all Losses incurred with respect to any such claim and MediGene shall provide
such assistance and cooperation as may be necessary to successfully defend any
such claim, action or proceeding.


14.           Compliance with Laws.


(a)                    Territory Laws. 
MediGene shall in all material respects conform its practices and
procedures relating to the marketing, detailing and promotion of the Products in
the Territory to all applicable Territory laws, regulations and guidelines.


(b)                   Government Officials. 
MediGene warrants that during the term of this Agreement, none of its
employees, agents, officers, or other members of its management are officials,
officers, or representatives of any government and that MediGene shall not make
any payment of money or other assets, including but not limited to the
compensation MediGene derives from this Agreement (hereinafter collectively
referred to as a “Payment”), to government officials where such Payment would
constitute a violation of any law in the Territory or the U.S. In addition,
regardless of legality, neither MediGene nor any of its employees, agents,
officers, or other members of its management shall make any Payment to
government officials or persons acting on their behalf or to representatives of
other businesses for the purpose of influencing decisions or actions with
respect to the subject matter of this Agreement or any other aspect of
CollaGenex’s business.


15.           Representations and
Warranties


(a)                                  Ownership of
Licensed Assets.  As of the Effective Date,
CollaGenex represents and warrants that


(i)                                It is the sole
owner of the CollaGenex Patents and the Trademarks;


(ii)                             It is the duly
authorized exclusive licensee of the SUNY Patents and the Supernus Patents in
the field of dermatology and is in good standing under the terms of the
respective agreements under which it takes such interest and is empowered to
grant exclusive sublicenses under this Agreement to the SUNY Patents and the
Supernus Patents;


(iii)                          It has not granted
any license to market, distribute, sell and manufacture the Product in the
Territory and is under no obligation to grant such license, except to MediGene,
nor has it granted nor is under any obligation to grant any license under the
Licensed Assets, except that the rights of its



 18
 






 



                                           successor to the
dental business include a right of access to certain data included as part of
the Product Data, to the extent such data may in future be requested by such
licensee in connection with an application for marketing authorization for a
product having as its active ingredient doxycycline for the treatment of
periodontitis;


(b)                                 Adequacy of
Licensed Assets. As of the Effective Date, CollaGenex represents and warrants that the
Licensed Assets are appropriate and, assuming RMA Approval, sufficient to
market, distribute, sell and manufacture the Product in
the Territory;


(c)                                  Patent Proceedings.  As of the Effective Date, CollaGenex
represents and warrants that to the best of its knowledge, no patent or patent
application within the Patents is subject of any pending interference, opposition, cancellation or other protest proceeding;


(d)                                 Infringement.  As of the Effective
Date, CollaGenex represents and warrants that it has no actual knowledge of any claim, infringement or circumstance
which would indicate that, the Product or the use of any of the Trademarks
infringes the valid published intellectual property rights of any
third party or that the marketing, distribution, sale and manufacture of the
Product in the Territory will infringe any valid third Party patent rights in
or affecting the territory;


(e)                                  Conformity of Product.  As of the Effective
Date, CollaGenex represents and warrants that at the time of delivery of the Product such Product will conform to and will have been
manufactured in conformance with the Specifications and the laws that
apply to CollaGenex or its operations, Good Manufacturing Practice and applicable laws, guidelines and
regulations referenced in the marketing authorisation issued by the reference
member state.


(f)                                    No Pending
Proceeedings.  As of the Effective Date, each
Party hereby represents and warrants to the other Party, that there is no
action, suit or proceeding pending against or affecting, or, to the best
knowledge of either Party, threatened against or affecting that Party or any of
its assets, before any court, arbitrator or any governmental authority, that
would, if decided against either Party, have a material adverse effect on that
Party’s ability to consummate the transactions contemplated by this Agreement.



 19
 






 



16.           Term and Termination of Agreement


(a)                    Term.  This Agreement shall become
effective on the Effective Date and unless otherwise terminated or renewed
pursuant to its terms, shall endure on a country by country basis until the
expiration of the last of the Patents to expire in such country (the “Term”).


(b)                   Termination by
CollaGenex.  CollaGenex may terminate this
Agreement:


(i)                                prior to the time competition by systemic
antibiotic products with submicrobial formulations or applications, including
but not limited to incyclinide, is launched in the Territory, upon 180 Calendar Days notice to MediGene if
MediGene does not achieve the Minimum
Sales in the Annual Accounting Period of 2009 or any Annual Accounting Period
thereafter, and during the first 30 Calendar Days following such notice
MediGene does not pay CollaGenex a “Cure Payment” in an amount equal to the
minimum royalties applicable to such Annual Accounting Period.  The Cure Payment shall be in addition to
MediGene’s preexisting obligation to pay the minimum royalty applicable to such
period;


[For
example, if sales in the 2009 Annual Accounting Period totaled $[**], MediGene
would, as a preexisting obligation, owe CollaGenex $[**], being the difference
between the earned royalty of $[**] and the minimum royalty of $[**].  In addition, if MediGene wished to preempt
CollaGenex’s right of termination, MediGene would have to pay CollaGenex a
further $[**].]


(ii)                             upon 90 Calendar
Days notice to MediGene if
MediGene is in breach of any other
material obligation under this Agreement, and such breach is not cured within such 90 day period;


(iii)                          immediately if MediGene files an application
for insolvency or bankruptcy, or MediGene becomes unable, in the ordinary
course of business, to pay its obligations in a timely manner.


(c)                    Termination by
MediGene.  MediGene may terminate this
Agreement upon 90 Calendar Days notice to CollaGenex if


(i)                           CollaGenex is in
breach of any material obligation under this Agreement, and such breach is not cured
within such 90 day period;


(ii)                        the RMA Approval is not granted before December
31st 2008;


(iii)                     with respect to CollaGenex an application for
insolvency or bankruptcy  proceedings is
filed, or CollaGenex becomes unable, in the ordinary course of business, to pay
its obligations in a timely manner;


(iv)                    with respect to
U.K. or Germany, the circumstances described in section 6 (a) (ii) (B)
eventuate (in which case the termination shall be with respect only to the
affected country);


 



 20














 


(v)                       the additional set
up costs described in section 7 (b) are estimated as likely to exceed $
1,000,000.-.


 (d)                              Consequences of
Termination.  Upon termination of this Agreement for any reason,


(i)                                                   all outstanding payments due and payable to
CollaGenex shall be immediately paid, 
except in case that MediGene terminates this Agreement according to
Sec.16 (c) (i);


(ii)                                                MediGene will cease all use of the Patents,
Trademarks, Product Know-How and Product Data, provided, however, that in case
of termination as a result of expiration according Sec. 16 (a) MediGene will
have the right, in exchange for a reasonable royalty, to continue the use of
the Trademarks, Product Know-How and Product Data in the Territory;


(iii)                                             MediGene shall promptly return and CollaGenex
will repurchase any unused Products at the prices set forth in this Agreement;


(iv)                                            each Party will return to the other or
destroy any Confidential Information of the other acquired as a result of
exchanges of information pursuant to or in contemplation of this Agreement;


(v)                                               MediGene shall immediately transfer all
marketing authorisations and all rights in marketing authorisations back to
CollaGenex and shall notify the competent authorities about the change in such
rights in accordance with applicable national requirements, provided, however,
that in case of termination as a result of expiration according Sec. 16 (a)
MediGene will have the right to continue to use the marketing authorizations
without payment.


Exercising the remedy of termination shall not preclude
the terminating Party from exercising any other of those remedies to which it
may be entitled under this Agreement or applicable law.


17.           Relationship of the Parties.  In fulfilling its obligations under this
Agreement, MediGene is acting as an independent contractor.  Except as contemplated under this Agreement,
it does not have the right to, and will not at any time hereafter without
CollaGenex’s prior written consent, transact any business in the name of
CollaGenex or obligate it in any manner, character or description.  Absent its prior written consent, CollaGenex
shall not, under any circumstances, be liable for any agreement, contract,
representation or warranty which MediGene has made or may enter into or
make.  MediGene shall in respect to obligations
under this Section 17 indemnify and hold CollaGenex harmless from the
consequences of representations or warranties made by MediGene except as
expressly authorized by CollaGenex in writing. 
This Agreement does not establish or create a partnership or joint
venture among the parties.



 21
 






 



18.           Dispute Resolution.  


(a)                    Negotiation.  The
parties shall attempt in good faith to resolve any dispute arising out of or
relating to this Agreement promptly by negotiation between responsible
representatives of the Parties.


(b)                   Executives.  If such representatives are
unable to resolve any dispute, it shall be referred to two senior executives,
one of each Party, who have authority to settle the controversy and who are at
a higher level of management than the persons with direct responsibility for
administration of this Agreement.


(c)                    Mediation.  Any dispute that has not been
resolved within sixty (60) Calendar Days of being referred to the senior
executives shall be referred to mediation before a mediator that is mutually
acceptable to the Parties, and such mediation shall be conducted as soon as
practicable, but in no event after more than a further 60 Calendar Days.


(d)                   Trial.  If the Parties fail to resolve
a dispute through mediation, either party may sue for resolution of the dispute
in a Court of competent jurisdiction, provided, however, that if MediGene shall
initiate such suit, such court shall be located in the State of Pennsylvania,
USA, and if CollaGenex shall initiate such suit, such court shall be located in
the Land of Bavaria, Germany.


19.           Confidentiality.  In the course of this Agreement, it is
anticipated that each Party will learn of information that the other regards as
confidential or proprietary, including, but not limited to, information relating
to the Products, technical know-how, processes,
customers, suppliers, pricing programs and strategies (“Confidential
Information”).  This information and any
other information which may be acquired by either Party with respect to the
other’s business shall be subject to the terms of the Non-Disclosure Agreement
signed between the Parties on June 1, 2006, which is attached as Exhibit C and
incorporated herein by reference. This Non-Disclosure Agreement shall be
interpreted in the sense of this Agreement, and CollaGenex and MediGene shall
be released from the obligations of such Non-Disclosure Agreement  as far as such obligation conflicts with
obligations under this Agreement or will prevent or frustrate the fulfillment
or accomplishment of this Agreement and MediGene shall be especially released
from such obligations in regard of any sublicense granted under this Agreement.
This undertaking to keep information confidential will survive the termination
of this Agreement for a period of [**] years.


20.           Force
Majeure.  Neither Party shall be
liable for failure or delay in fulfilling its obligations under this Agreement
where such failure or delay is caused by or results from causes beyond the the
reasonable control of the affected Party, including but not limited   to 
fires, earthquakes, acts of God or causes beyond its control (such
occurrence being referred to as an event of “Force Majeure”), provided however,
that such Party shall be excused from performance only to the extent of such
failure or delay.  If an event of Force
Majeure occurs, the affected Party shall promptly notify the other Party, and
the Parties shall attempt, in good faith, to rearrange their relationship,
including by amicable termination, so as to minimize the ill effects of the
event on each other.



 22
 






 



21.           Notices.  Wherever notice is required or permitted
hereunder, it shall be by personal delivery, first class mail, overnight
delivery service, or sent by facsimile transmission, with electronic
confirmation, properly directed to the party at its address above to the
attention of


 


	
   If to MediGene:

  	
   

  	
  If to CollaGenex:

  
	
  Legal Counsel

  	
   

  	
  Legal Counsel

  



 


22.           Insurance and Indemnification.


(a)                    Insurance Coverage.                During
the Term of this Agreement and for a period of two (2) years thereafter, each
Party shall carry and maintain product liability coverage of not less than five
million dollars ($5,000,000) per occurrence and in aggregate per year to cover
any liability that may arise under this Agreement or as required by applicable
law.  Each Party shall provide evidence
to the other Party of such insurance upon request.


(b)                   Indemnity 
by CollaGenex. CollaGenex agrees to defend,
indemnify and hold free and harmless MediGene and its directors, officers and
employees from any Losses resulting from claims of every kind or nature
whatsoever arising from acts and/or omissions of CollaGenex including, without
limitation


(i)                                                 any failure, default, misrepresentation or
breach of any warranty, obligation or agreement made by CollaGenex in this
Agreement;


(ii)                                              any and all claims arising from third parties
in relation to any activity under the control or in the responsibility of
CollaGenex.


This indemnity shall not apply however, to
the extent any such claims are caused by gross negligence or willful misconduct
of MediGene.


(c)                    Indemnification by MediGene. MediGene agrees to defend, indemnify and hold
free and harmless CollaGenex and its affiliates, directors, officers and
employees from any Losses resulting from claims of every kind or nature
whatsoever arising from acts and/or omissions of MediGene including, without
limitation


(i)                                                 any failure, default, misrepresentation or
breach of any warranty, obligation or agreement made by MediGene in this
Agreement;


(ii)                                              any and all claims arising from third parties
in relation to any activity under the control or in the responsibility of
MediGene.


This indemnity shall not apply however, to
the extent any such claims are caused by gross negligence or willful misconduct
of CollaGenex.



 23
 






 



(d)                   Notification. Each party shall
promptly notify the other of any claim in respect of which the notifying Party
intends to claim indemnification under this Article 22.  The Party seeking indemnification will not
enter into any settlement, which would admit any fault of the other or place
any blame on the Product without the prior written consent of the other Party.
Both Parties shall cooperate fully in the investigation of any action, claim or
liability covered by this indemnification, shall be given opportunity to assume
their own defense, and be represented in any such action or proceeding.


(e)                    Losses 
For the purposes of
this Section “Losses” shall mean all liabilities, damages, losses, costs and
expenses (including the reasonable fees of attorneys and other professionals,
other reasonable litigation expenses and any reasonable costs and expenses
incurred in connection with the enforcement of this Agreement) incurred by a
Party in connection with a particular matter


(f)                      No Consequential Damages.     
Neither MediGene nor CollaGenex shall be entitled to or liable for any
indirect,special, incidential or consequential or punitive damages including,
without limitation, damages for loss of , revenue, profit or data  however the same may be caused, including,
without limitation, the fault, breach of contract, tort even if such party is
advised of the possibility of such damages.


23.           Governing Law.  All questions concerning the validity or
meaning of this Agreement or relating to the rights and obligations of the
parties with respect to performance under this Agreement shall be construed and
resolved under the laws of the State of Pennsylvania, excluding the provisions
thereof relating to the conflict of laws.


24.           Severability.  The intention of the Parties is to comply
fully with all laws and public policies, and this Agreement shall be construed
consistently with all laws and public policies to the extent possible.  If and to the extent that any court or other
judicial body determines that it is impossible to construe any provision of
this Agreement consistently with any law or public policy and consequently
holds that provision to be invalid, such holding shall in no way affect the
validity of the other provisions of this Agreement, which shall remain in full
force and effect.


25.           Failure or Omission.   No failure or omission by either Party to
insist upon or enforce any of the terms of this Agreement shall be deemed a
waiver of such terms.


26.           Successors, Assignment, and
Divestiture


(a)                    Successors.  This Agreement is binding on
the Parties and their successors in interest, including those that may succeed
by assignment, transfer or otherwise to the ownership of either of the Parties
or of the assets necessary to the conduct of the business to which this
Agreement relates.


(b)                   Assignment. This Agreement or any of the rights or obligations created under this
Agreement shall not be assignable by either Party hereto without prior written
consent of the other Party, except that each Party may assign this Agreement to
(a) an affiliated company having the same ultimate ownership as



 24
 






 



                                  itself or (b) its successor in interest
pursuant to a merger, acquisition, reorganization, consolidation or sale of all
or substantially all of the assets of the business to which this Agreement
relates. Any attempted assignment that does not comply with the requirements of
this Section shall be null and void. This Agreement shall be binding upon each
of the parties, their successors and permitted assigns.


(c)                    Divestiture.  In
the event that either Party contemplates the transfer or sale to a third party
of the assets necessary to the conduct of the business to which this Agreement
relates, it shall so notify the other Party, and the other Party will have [**]
Calendar Days in which either to consent to such transfer or sale or to provide
notice of its intention to terminate this Agreement on a date not more than
[**] Calendar Days following the giving of such notice.


27.           Complete Agreement.  This Agreement, along with its exhibits,
constitutes the entire agreement between the Parties hereto, and cancels and
supersedes any and all previous agreements between the Parties with respect to
the subject matter hereof.  All
modifications or amendments hereto must be in writing and signed by all
Parties.  No renewal, termination or
cancellation of this Agreement, or modification or waiver of any of its
provisions, or any future representation, promise or condition in connection
with the subject matter hereof, shall be binding upon CollaGenex unless it is
made in writing, dated subsequently and signed on its behalf by an authorized
officer or employee.


28.           Public Disclosures.  Neither Party shall make any press release or
other public disclosure describing the terms of this Agreement, or the
relationship to which it refers, (other than a routine update in regular SEC
filings required of CollaGenex) without first giving the other Party the
opportunity to review and approve such disclosure.


IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized representatives:


	
  CollaGenex Pharmaceuticals,
  Inc.

  	
   

  	
  MediGene AG

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Colin
  Stewart 

  	
   

  	
  By: 

  	
  /s/ Peter Heinrich

  
	
  Title:

  	
  President &
  CEO

  	
   

  	
  Title:

  	
  CEO

  
	
  Date:

  	
  12/18/06

  	
   

  	
  Date:

  	
  12/18/06

  



 



 25














 


EXHIBIT
A


Territory



*Netherlands, *Italy, *Luxembourg, *Germany,
*Sweden, *Ireland, *United Kingdom, *Austria, *Finland,


France, Belgium, Cyprus, Denmark,
Greece, Portugal, Spain, Czech Republic, Estonia, Hungary, Latvia,
Lithuania, Malta, Poland, Slovakia, Slovenia,


Russia, Bulgaria, Romania


Iceland, Liechtenstein,
*Switzerland, Norway


Serbia, Montenegro,
Bosnia, Croatia, Albania, Macedonia, Andorra, Monaco, San Marino, Vatican,



 26
 






 



 


	
  EXHIBIT B - LICENSED ASSETS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
    Patents
  — SUPERNUS PATENTS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  1

  	
   

  	
  ONCE DAILY FORMULATIONS OF TETRACYCLINES

  	
   

  	
   

  	 

	
   

  	
   

  	
  Inventor:CHANG RONG-KUN (US); RAOUFINIA ARASH

  	
   

  	
  Applicant: SHIRE LABS INC. (US)

  	 

	
   

  	
   

  	
  (US); (+1)

  	
   

  	
   

  	 

	
   

  	
   

  	
  EC:

  	
   

  	
   

  	 

	
   

  	
   

  	
  Publication info: EP1615622 - 2006-01-18

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  Patents — COLLAGENEX PATENTS

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  2

  	
   

  	
  METHODS OF SIMULTANEOUSLY TREATING OCULAR
  ROSACEA AND ACNE ROSACEA

  	
   

  	
   

  	 

	
   

  	
   

  	
  Inventor:ASHLEY ROBERT A (US)

  	
   

  	
  Applicant: COLLAGENEX PHARM INC. (US)

  	 

	
   

  	
   

  	
  EC:A61K31/65

  	
   

  	
   

  	 

	
   

  	
   

  	
  Publication info: EP1494681 - 2005-01-12

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  3

  	
   

  	
  Methods of treating acne

  	
   

  	
   

  	 

	
   

  	
   

  	
  Inventor: Ashley Robert A (US)

  	
   

  	
  Applicant: COLLAGENEX PHARM INC. (US)

  	 

	
   

  	
   

  	
  EC A61K31/65

  	
   

  	
   

  	 

	
   

  	
   

  	
  Publication info: EP1712236 - 2006-10-18

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  4

  	
   

  	
  CONTROLLED DELIVERY OF TETRACYCLINE COMPOUNDS
  AND TETRACYCLINE DERIVATIVES

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  Inventor:Ashley Robert A (US)

  	
   

  	
  Applicant: COLLAGENEX PHARM INC. (US);

  	 

	
   

  	
   

  	
  EC:A61K9/20H6F2

  	
   

  	
  ASHLEY ROBERT A (US)

  	 

	
   

  	
   

  	
  Publication info: WOO2083106 - 2002-10-24

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  5

  	
   

  	
  METHODS OF TREATING ACNE

  	
   

  	
   

  	 

	
   

  	
   

  	
  Inventor:Ashley Robert A (US)

  	
   

  	
  Applicant: COLLAGENEX PHARM INC. (US)

  	 

	
   

  	
   

  	
  EC:

  	
   

  	
   

  	 

	
   

  	
   

  	
  Publication info: EP1716856

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  6

  	
   

  	
  METHODS OF TREATING ACNE

  	
   

  	
   

  	 

	
   

  	
   

  	
  Inventor:Ashley Robert A (US)

  	
   

  	
  Applicant: COLLAGENEX PHARM INC. (US)

  	 

	
   

  	
   

  	
  EC:A61531/65

  	
   

  	
   

  	 

	
   

  	
   

  	
  Publication info: EP1383508 - 2004-01-28

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  (Data
  supplied from the esp@cenet database)

  
										



 



 27
 






 



 


	
  

  	
   

  	
  Patents — SUNY Patents

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  Method of Using Tetracycline Compounds for
  Inhibition of Endogenous Nitric Oxide Production

  	
   

  	
  Pending EPO # 97938501

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trademarks

  
	
  Oracea

  	
   

  	
  CTM # 4189114

  
	
  CGPI

  	
   

  	
  CTM # 4688222

  
	
  Dermastat

  	
   

  	
  CTM # 2499481

  
	
  OR40

  	
   

  	
  Pending CTM # 4566964

  
	
  Unorthodoxycycline

  	
   

  	
  Pending CTM # 2425886

  
	
  Unorthodoxy

  	
   

  	
  Pending CTM # 5029293

  
	
   

  	
   

  	
   

  
	
  Anti-inflammatory,
  Not Anti-microbial

  	
   

  	
  Common Law TM

  



 


All Product Data referenced in the RMA


For purposes of reporting the royalty streams
arising from the various elements of the Licensed Assets, the Parties
acknowledge that the following allocation is reasonable:


(i)                                [**]% of Net Sales
in consideration for its sublicense to the SUNY Patents and related know-how;


(ii)                             [**]% of Net Sales
in consideration for its sublicense to the Supernus Patents and related
know-how;


(iii)                          [**]% of Net Sales
in consideration for its license to the CollaGenex Patents and related
know-how;


(iv)                         [**]% of Net Sales
on the first U.S. $10 million of Net Sales in any Annual Accounting Period
in consideration for its license to the rest of the Licensed Assets; and


(v)                            [**]% of Net Sales
on Net Sales in excess of U.S. $10 million in any Annual Accounting Period in
consideration for its license to the rest of the Licensed Assets.


CollaGenex may
reallocate the above royalties at any time, but it is not the intention of the
Parties that any such reallocation would in any circumstances reduce or
increase the aggregate level of running royalties payable under this Agreement.



 28
 






 



EXHIBIT C


 


Confidentiality Agreement


 


 


[MUTUAL NDA FORM -
TRANSACTION]


 


CONFIDENTIALITY AGREEMENT


This Agreement is dated June 1, 2006 (the “Effective Date”), between
CollaGenex Pharmaceuticals, Inc., a Delaware corporation (“CGPI”) with offices
at 41 University Drive, Newtown, Pennsylvania 18940, USA and MediGene AG, a
German corporation with offices at Lochhamer Str. 11, 82152 Planagg/Martinsried,
Germany (“MediGene”)


 


1.   Background.  CGPI
and MediGene (the “Parties”) intend to engage in discussions and negotiations
concerning the possible establishment of a business
relationship concerning Oracea and other pipeline products/projects
(the “Project”).  In the course of such
discussions and negotiations, it is anticipated that each Party will disclose
to the other Party trade secrets or confidential or proprietary information for
the purpose of enabling the other party to evaluate the feasibility of the
Project (the “Purpose”).  The parties
wish to assure the confidentiality of such trade secrets and confidential or
proprietary information.


 


2.   Definitions.  As
used in this Agreement:


(i)                     the
Party disclosing Proprietary Information is referred to as the “Disclosing
Party”;


(ii)                  information
such as accounts, forecasts, organization charts, plans, contracts, market or
sales data, workforce data, technical and other product data which by its
nature is considered to be confidential and/or proprietary to the Disclosing
Party, is referred to as “Proprietary Information”.  “Proprietary Information” includes any other
information which is designated in writing by the Disclosing Party as
confidential or proprietary, as well as any analyses or other documents
prepared by the Recipient or its Representatives based wholly or partly on any
Proprietary Information; the Party receiving Proprietary information is
referred to as the “Recipient”;


(iii)               a Party’s directors, officers,
employees, agents or advisors (such as attorneys, accountants, consultants,
bankers, and other advisors) and any companies more than 50% owned by or under
common ownership with that Party are referred to collectively as
“Representatives”.


3.   Non-Use and Non-Disclosure
of Proprietary Information.


(i)                     The
Recipient and its Representatives shall not use Proprietary Information except
for the purpose of evaluating the Project.


(ii)                  The
Recipient and its Representative shall not disclose any Proprietary Information
to anyone who does not have a need to know it in order to evaluate the Project,
and shall take the same precautions and measures to prevent



 29
 






 



                                unauthorized disclosure
as it would take with respect to its own confidential information.


(iii)               Neither Party shall disclose the
existence, scope, content or status of their discussions with the other Party
concerning the Project.


(iv)              Recipient
shall be responsible for any breach of this Agreement by any of its
Representatives.


(v)                 Recipient
may disclose Proprietary Information to the extent required to comply with
applicable laws, provided that the Recipient provides prior written notice to
the Disclosing Party and takes reasonable and lawful actions to avoid and/or
minimize the extent of such disclosure.


 


4.     Term of Agreement.             This Agreement shall be for a fixed
term of [**] years from the Effective Date.


5.     Limitation on
Obligations.


(a)         The
obligations of non-use and non-disclosure shall not apply to any Proprietary Information
to the extent it:


(i)                     is
generally known to the public at the time of disclosure or becomes generally
known without the Recipient or its Representatives violating this Agreement;


(ii)                  can
be shown by the Recipient to have been in the Recipient’s possession at the
time of disclosure; or


(iii)               becomes known to the Recipient through
disclosure by sources other than the Disclosing Party without such sources
violating any confidentiality obligations to the Disclosing Party; or


(iv)              can
be shown by the Recipient to have been developed independently by Recipient or
its Representatives without access to any information disclosed pursuant to
this Agreement.


(b)        Nothing
in this Agreement shall restrict either Party’s right to continue to develop,
use or market products or technology that do not incorporate Proprietary
Information of the other Party, even though such products or technology may be
similar to or compare with products or technology of the other Party.


6.     No Implied Rights


(i)                     The
Recipient agrees that it shall not receive any right, title or interest in the
Disclosing Party’s Proprietary Information.


(ii)                  Nothing
in this Agreement shall imply in either Party any obligation to proceed with
the Project, or right of exclusive negotiation, right of first refusal, or
other similar right in connection with the Project.



 30
 






 



7.     Return of Proprietary
Information.    The Recipient shall,
promplty upon (and in any event no later than 14 days after receipt of) the
written request of the Disclosing Party.


(i)                     return
to the Disclosing Party all Proprietary Information in all tangible media
received by the Recipient or its Representatives from the Disclosing Party and


(ii)                  destroy
any notes, reports or other documents prepared by the Recipient which contain
Proprietary Information and any Proprietary Information of the Disclosing Party
which is in an intangible medium,


except for one (1) copy that may only be used for purposes of reference
and proof.


8.     Miscellaneous.


        (i)            Each of the Parties warrants that it is the lawful owner
of the Information that it discloses pursuant to this Agreement.


        (ii)           This Agreement supersedes all prior
agreements, written or oral, between the parties relating to the subject matter
of this Agreement.  This Agreement may
not be modified, changed or discharged, in whole or in part, except by an
agreement in writing signed by the parties.


        (iii)          This Agreement will be binding upon
and inure to the benefit of the Parties’ successors and assigns.


        (iv)          All information is provided “as
is”.  No Party makes any representation
or warranty, express, implied or otherwise, regarding the accuracy or
completeness of any information.  No
Disclosing Party will have any liability resulting from the use of such Party’s
Proprietary Information by the Recipient. 
Neither Party shall be entitled to recover from the other Party any
exemplary or punitive damages (as such terms are defined in Black’s Law
Dictionary; Eighth Edition) in connection with this Agreement.


        (v)           This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania, without giving effect to the Commonwealth’s
principles of conflicts of law.  The
Parties agree that any dispute arising out of or in relation to this Agreement
shall be referred to Arbitration to be conducted in accordance with the
International Chamber of Commerce Rules of Arbitration then in effect.  The arbitration shall be held in London,
United Kingdom and shall be conducted in English by one arbitrator, appointed
by both the Parties in accordance with said Rules.  The decision of such arbitrator shall be
final, binding and conclusive on the Parties, and judgment thereon may be
entered in any court having jurisdiction over the Parties and the subject
matter hereof.


        (vi)          The Parties agree that any breach of
this Agreement will cause the Disclosing Party substantial and irreparable
injury and, therefore, in the event of any breach, in addition to other
remedies which may be available, the Disclosing Party shall have the right to
specific performance and other injunctive and equitable relief.



 31
 






 



        (vii)         Neither Party nor its Representatives
shall, for a period of [**] following signature of this Agreement, solicit for
employment, or hire, any Representative of the other Party.


        (viii)        This Agreement may be executed by
facsimile and in counterparts, each of which shall constitute a binding
agreement.


 


        EXECUTED this first day of
June 2006, by


 


COLLAGENEX PHARMACEUTICALS, INC.


 


Signature /s/ J.
Gregory Ford


Name: J. Gregory Ford


Title: VP, Business
Development & Strategic Planning


 


 


MediGene AG


 


 


Signature: /s/ Dr.
Christine Lemke


Name: Dr. Christine Lemke


Title:   Vice President Business Development


 


 


MediGene AG


 


Signature:  /s/ Dr. Christoph Rehfueb


Name: Dr. Christoph
Rehfueb


Title:   Director Intellectual Property



 32
 






 



EXHIBIT D


 


Adjustments to Minimum Royalties and Minimum Sales



 


Minimum Sales


 


Approval before                   




	
  

  	
   

  	
  1-Apr-07

  	
   

  	
  1-Jul-07

  	
   

  	
  1-Oct-07

  	
   

  	
  1-Jan-08

  	
   

  
	
  2009

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  2010

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  2011

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  2012+

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  






 


Minimum Royalties


 


Approval  before


	
   

  	
   

  	
  1-Apr-07

  	
   

  	
  1-Jul-07

  	
   

  	
  1-Oct-07

  	
   

  	
  1-Jan-08

  	
   

  
	
  2007

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  2008

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  2009

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  2010

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  2011

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  2012+

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  



 



 33