**Exhibit 10.24**

** **

AMENDMENT TOAGREEMENT

 

This Amendment is being issued to incorporate thefollowing changes to the Pandel Agreement between Altana Inc. and CollaGenexPharmaceuticals, Inc.

Effective Immediately:

1.             Thefollowing prices apply to all order placed after 6/1/03, these prices are validthrough 12/31/04:

·      2 gram sample               $11.06 per box of 36·      15 gram tube                 $1.00 per tube·      45 gram tube                 $2.12 per tube·      80 gram tube                 $3.50 per tube

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

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

4.                                       Altanacannot be charged for returned product for lots beyond a January 2004expiration date. It is understood that returned goods with expirations previousto January 2004 are Altana’s responsibility and deductions can be made from theQuarterly Royalty payment thru 6/1/05.

5.                                       CollaGenexwill assume responsibility for all returned goods effective with and includinglot J442.

All other terms and conditions of the Agreement remainthe same.

CollaGenexPharmaceuticals, Inc.                                            AltanaInc.

 

 
|        |   | /s/ Jeff Day                |   |   | /s/ Kevin Sheil                       |
|--------|--------|-----------------------------|--------|--------|---------------------------------------|
|        |   | Jeff Day                    |   |   | Kevin Sheil                           |
|   |   | Vice President, Dermatology |   |   | Sr. Vice President Strategic Planning |
|   |   |                        |   |   |                                  |
|   |   | 9/30/03                     |   |   | 10/06/03                              |
|   |   | Date                        |   |   | Date                                  |

** **

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**SECONDAMENDMENT TO AGREEMENT**

**between**

**ALTANAINC.**

**and**

**COLLAGENEXPHARMACEUTICALS, INC.**

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

**PRELIMINARYSTATEMENTS**

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

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

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

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

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

2.             ***Section4.03*.**  Section 4.03 shallbe deleted in its entirety and replaced by the following new Section 4.03:

“Section 4.03.  ***Termination by Altana.***

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

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

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

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

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

(e)           at any time, without cause, upon nine(9) months prior written notice to CollaGenex, provided that Altana shall notprovide any such notice prior to February 1, 2007;

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

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

4.             ***Effect of this Amendment*.**  Except as provided for in this Amendment, allother terms of the Agreement shall remain in full force and effect and beunaffected by this Amendment.

5.             ***Facsimile and Counterparts*.**  This Amendment may be executed by the Partiesby facsimile and in one or more counterparts, each of which shall be deemed anoriginal and all of which, taken together, shall constitute one and the sameinstrument.

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

 
| COLLAGENEX   PHARMACEUTICALS, INC. |               |   |   | ALTANA, INC. |   |                            | .        |
|------------------------------------|--------------------|--------|--------|--------------|--------|---------------------------------|----------|
|                               |               |   |   |         |   |                            |     |   |
| By:                                | /s/ Andrew  Powell |   |   | By:          |   | /s/ Dave Klaum                  | 11/17/06 |   |
|                               |               |
| Name:                              | Andrew Powell      |   |   | Name:        |   | Dave Klaum                      |     |
|                               |               |
| Title:                             | Secretary          |   |   | Title:       |   | Senior Vice  President          |     |
|                               | 11/21/06           |   |   |         |   | Commercial  Business Operations |     |
|                                    |                    |        |        |              |        |                                 |          |  |  |  |  |  |

 

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