**Exhibit 10.27**

 

**ConfidentialMaterials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.**

 

**AMENDMENT TO LICENSE AGREEMENT**

 

ThisAmendment is effective January 1, 2006 (the “Effective Date”), and amendsthat certain License Agreement dated August 24, 2001 (the “License”) byand between:

 

**QLT USA, Inc.** (formerly Atrix Laboratories, Inc.) (“QLT USA”), with place ofbusiness at 2579 Midpoint Drive, Fort Collins, Colorado 80525

 

And

 

**CollaGenex Pharmaceuticals, Inc.** (“CollaGenex”), with place of business at 41University Drive, Newtown, PA 18940.

 

WHEREASCollaGenex has been unsuccessful in preventing generic competition to itsflagship dental product Periostat ®, and as a result has ceased to invest inthe marketing and sale of dental products; and

 

WHEREASQLT USA and CollaGenex agree to amend the License on the terms and conditionsset out herein:

 

**NOWTHEREFORE** in consideration of the premises and mutual covenants and agreementsset out in this Amendment and other good and valuable consideration, thesufficiency of which are acknowledged, the parties to this Amendment agree asfollows:

 

1.                                       Amendments

 

Effectiveas of the Effective Date, the Agreement is hereby amended as follows:

 

I.                                         Section 3.02 [Royalty Payments] isdeleted and replaced with the following:

 

“3.02       CollaGenex will pay Atrix in each calendaryear a royalty of [**]% based on aggregate Net Sales of the Products in eachsuch calendar year.”

 

II.                                     Section 4.04 [CollaGenex ContributionMargin] is deleted.

 

III.                                 Section 6.01 [Term] is deleted andreplaced with:

 

“6.01       This Agreement will take effect on theEffective Date and will expire on December 31, 2007 (the “Initial Term”),subject to earlier termination as permitted under the Agreement, provided, however,that this

 

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Agreement shall automatically renew for successiverenewal terms of one year each unless either party has provided written noticeof the termination of this Agreement not less than 60 days prior to the expirydate of the then current term or renewal term, as the case may be (theInitial Term and any such renewal term, collectively, the “Term”).”

 

IV.                                 Section 6.02 [Termination by CollaGenex]is deleted in entirety and replaced by the following:

 

“6.02                     CollaGenex may terminate the Agreementby notice to Atrix if Atrix shall commit any willful and material breach of theprovisions of this Agreement at any time after January 1, 2006, providedhowever that (i) CollaGenex has first given Atrix notice specifying thedetails of the material breach, and (ii) Atrix has not cured such materialbreach within 30 days of the effective date of notice of the material breach.”

 

V.                                     Section 6.03(d) [Termination byAtrix] is deleted and replaced by:

 

“(d)                           if CollaGenex shall commit any willful andmaterial breach of the provisions of this Agreement at any time after January 1,2006;”.

 

VI.                                 Section 6.04 [Termination upon certainEvents] is amended by adding a new Section 6.04(c) immediately after Section 6.04(b),which subsection (c) shall read as follows:

 

“(c)                            This Agreement may be terminated by either Party upon six monthsprior written notice given at any time for any reason (including forconvenience) to the other party.”

 

VII.                             Section 6.06 [Effect of Termination] isamended by deleting in the first sentence of Section 6.06 “Sections 6.02and 6.04” and replacing it with “Section 6.04”.

 

VIII.                         Paragraph 6.06(b) of Section 6.06[Effect of Termination] is deleted.

 

IX.                                Paragraphs 6.06 (c), and 6.06(d) of Section 6.06[Effect of Termination] are deleted.

 

X.                                    Section 6.07 [License FollowingExpiration] is deleted.

 

XI.                                Paragraphs 7.01(a) and 7.01(d) of Section 7.01[CollaGenex Obligations] are deleted.

 

XII.                            Section 7.02 [Marketing Advisory Board]is deleted and all references to the Marketing Advisory Board elsewhere in theAgreement shall be replaced by a reference to “appropriate representatives ofthe Parties”.

 

XIII.                        Section 8.04(a) is amended byadding after “If Atrix is unable to cure such failure within 15 business daysafter such notice,” the following:

 

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“Atrix will fill any such purchase order notterminated by CollaGenex after its receipt of notice from Atrix under this Section 8.04(a) assoon as reasonably practical, and Atrix will allocate the resources availableto it among its customers so that CollaGenex receives at least its proportionalshare of available Product, or”.

 

XIV.                        Section 8.04(c) is deleted.

 

XV.                            Section 9.01 [Purchase Price andPayment] is amended by deleting at the end of the first sentence “, which shallbe subject to adjustment in accordance with Section 9.02”.

 

XVI.                        Section 9.02 [Purchase Price Adjustment]is deleted.

 

XVII.                    Section 9.08 [Professional Samples] isdeleted and replaced with the following:

 

“9.08                     Pursuant to the provisions of Section 9.07,for so long as CollaGenex retains a license pursuant to Section 2.01 inthe Territory, Atrix shall supply to CollaGenex, upon request by CollaGenex andat no cost to CollaGenex, Professional Samples up to the maximum and aggregate amountof 1800 Units of Products****in anycalendar year during the Term of the Agreement. CollaGenex (a) shall onlyuse the Professional Samples for marketing and promotional activities (e.g. asprofessional or trial samples, or in association with other marketingactivities such as workshops, symposia or trade shows), (b) shall not sellthe Professional Samples and (c) shall not use the Professional Samplesother than for the primary intent of inducing future sales of ATRIDOX®.”

 

XVIII.                Section 11.03 [Phase IV Trials] isdeleted and replaced by the following:

 

“11.03               NeitherParty shall have any obligation to conduct a Phase IV study in respect of theProducts.”

 

XIX.                       Section 13.10 [Limitation of Liability]is amended by adding the following at the end of the last sentence of theparagraph:

 

“Notwithstanding the foregoing, in no event shallAtrix have any liability to CollaGenex in connection with this Agreement or anylicense granted under this Agreement in excess of the aggregate amounts paid byCollaGenex to Atrix under this Agreement.”

 

XX.                           Sections 14.04 [A & S SpendingLevels], 14.05 [Variances], 14.06 [Cash Alternatives], 14.07 [Minimum Size ofDetail Force] and 14.08 [Detail Calls] are deleted.

 

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XXI.                       Section 19.04 [Notices] is herebyamended by deleting the existing addresses for notice if notice is provided toQLT USA, and replacing it with the following:

 

“If to Atrix:

 

QLT USA, Inc.

2579 Midpoint Drive

Fort Collins, Colorado 80525-4417

Attention: President

 

Facsimile: (970) 482-9735

Telephone: (970) 482-5868

 

With a copy to:

 

QLT Inc.

887 Great Northern Way

Vancouver, British Columbia, Canada

V5T 4T5

 
|   | Attention: | Legal Department     |
|--------|------------|----------------------|
|   | Telephone: | (604)  707-7000      |
|   | Facsimile: | (604) 873-0816” |

 

XXII.                   The Fixed Price Schedule attached as Exhibit Gto the Agreement shall be amended, effective as of the Effective Date of thisAmendment, to read as follows, and may be further amended by Atrix in itssole discretion upon notice to CollaGenex of any applicable price increases,from time to time, with such amendments being effective with respect to anypurchase order placed after the date of notice of such amendment:

 

| **“Product**                          | ** ** | **Purchase Price** |
|--------------------------------------------|------------|--------------------|
| ** **                                 | ** ** | ** **         |
| Atridox®:                             |       | $                  | [**] per  Unit |
| Atrisorb® Free Flow:                  |       | $                  | [**] per  Unit |
| Atrisorb® Free Flow with Doxycycline: |       | $                  | [**] per  Unit” |

 

2.Miscellaneous

 

I.                                         All capitalized terms used in this Amendmentand not otherwise defined will have the meaning given to them in the Agreement.

 

II.                                     Except as expressly amended by thisAmendment, all other terms and conditions of the Agreement remain unchanged andin full force and effect.

 

III.                                 Marginal headings as used in this Amendmentare for the convenience of reference only and do not form a part ofthis Amendment and are not to be used in the interpretation hereof.

 

IV.                                 This Amendment will enure to the benefit ofand be binding upon the parties and their respective successors and permittedassigns.

 

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V.                                     This Amendment may be executed incounterparts with the same effect as if both parties had signed the samedocument. Both counterparts will be construed together and will constitute oneand the same agreement. This Amendment may be executed by the parties andtransmitted by facsimile transmission and if so executed and transmitted thisAmendment will be for all purposes as effective as if the parties had deliveredan executed original Amendment.

 

Inwitness whereof, the parties have executed this Amendment this 22nd day ofFebruary, 2006

 

 
| /S/ David Pfeiffer                    |               | /S/ Michael R. Duncan |   |
|---------------------------------------|--------------------|-----------------------|--------|
| CollaGenex Pharmaceuticals, Inc. | QLT USA, Inc. |
| By:                                   | David Pfeiffer     | Michael R. Duncan     |
|                                  | President          |
|                                       |                    |                       |        |  |

 

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