Exhibit 10.5.2




Confidential portions of this
document have been omitted and filed separately with the Commission. The omitted portions
have been marked as follows: “***”. 




Second Addendum 




This Addendum Agreement is
  made this            day
  of December 2001, between Bioglan Pharma PLC of 5, Hunting Gate, Hitchin, Hertfordshire
  SG4 DTJ (“Bioglan”) and Jagotec AG of Eptingerstrasse 51, CH-4132
  Murtenz, Switzerland (“Jago”) and Quintiles Ireland Limited of East
  Point Business Park, Fairview, Dublin 3, Ireland (“Quintiles”). 




WHEREAS: 






A. Bioglan and Jago entered
  into a Licence and Manufacturing Agreement dated March 13th 2000 (“the
  Licence Agreement”) for the Product Solaraze®,
  for certain European countries including the United Kingdom, France, Germany,
  Italy and Sweden with a right of first refusal to make distribute and sell the
  Product in all other countries of the world. 





B. Bioglan and Jago entered
  into an Addendum Agreement dated December 28th 2000 (the “First Addendum”)
  amending the Licence Agreement and under which Bioglan was granted a licence
  and Jago agreed to transfer all NDA’s and NDS’s and all other Marketing
  Authorizations related to the Product, Solaraze®, for the Additional
  Territory (as defined in the First Addendum).  





C. The following further
arrangements were made in relation to                  the First Addendum and the Licence
Agreement. 




(i)                       by way of
letter dated 14 May 2001, Jago transferred                           to Bioglan
authorizations for the Additional                           Territory; 



(ii)                      by
Amendment number 1 dated 27 June 2001, Jago and                           Bioglan agreed
that *** was to be payable by                           Bioglan within 90 business
days of 30 June 2001; 



(iii)                     by way of
letter dated 4 October 2001 SkyePharma PLC,                           on behalf of Jago,
forbore its right to insist on                           immediate payment of the
*** payable by Bioglan                           within 90 business days of 30
June 2001 on the basis                           that the *** was to be paid upon
the invoice of                           the first product shipped in respect of US
launch with                           in any event, *** being payable by 31
December                           2001. 



D. By way of a letter dated
  20 November 2001, Jago reinstated its request for immediate payment of the ***
  payable with 90 business days of 30 June 2001 and gave Bioglan notice to terminate
  the Licence Agreement (in accordance with its terms) on the basis of, amongst
  other things, Bioglan’s material breach of the Licence Agreement, being
  its failure to pay the above sums (the “Notice Letter”). 







The parties agree as follows: 







SAI. Relationship between the
Licence Agreement and the Second Addendum 






SAI.1 The terms and conditions
  set out in the Licence Agreement shall remain in full force and effect in relation
  to the Territory (as defined in the Licence Agreement) except as expressly varied
  by the terms set out in the First Addendum (as amended) or this Second Addendum.
  




 

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SAI.2 This Second Addendum
  is intended to be read in conjunction with the Licence Agreement and the First
  Addendum (as amended) and, save where expressly stated in this Second Addendum,
  the terms of the Licence Agreement and the First Addendum shall apply to the
  Additional Territory. 



SAI.3 Defined terms shall have the
meaning given in the                   Licence Agreement or the First Addendum (as
amended) as the                   case may be unless specified otherwise in this Second
                  Addendum. 



SAI.4 Jagotec, Bioglan and Quintiles
hereby acknowledge that                   pursuant to clause 3 of the Deed of Variation
and Novation                   entered into by the parties hereto together with Bioglan
                  Pharma Inc on even date herewith (the “Deed of Variation and
                  Novation”) the Agreements (as defined in clause SA4.1 below)
                  shall be treated such that they shall operate as separate
                  agreements, one between Quintiles and Jago in respect of the
                  Additional Territory and one between Bioglan and Jago in
                  respect of the Territory. The parties hereto agree that where
                  reference is made in this Second Addendum to the Additional
                  Territory it shall refer to a right or obligation of Quintiles
                  and where a reference is made to the Territory it shall refer
                  to a right or obligation of Bioglan. 



SA2. Fees and Royalties 



SA 2.1 In consideration of
  the novation of the Agreements (as defined in clause SA4.1 below) to Quintiles
  to the extent they relate to the Additional Territory in accordance with the
  Deed of Variation and Novation (as defined in clause SA1.4 above) Bioglan shall
  pay *** to Jago
  and Quintiles shall pay  *** to Jago each
  payment to be made within two Business Days of the date hereof. The payment
  by Bioglan of *** US dollars shall be in full
  satisfaction of the obligations set out in sub-clauses A3.1(b) and (c) of First
  Addendum (as amended). 



SA2.2 In the event that Bioglan
grants any sub licence or                  distribution rights in respect of the Bioglan
Territories (as                  defined in clause 2.4.1 of the Licence Agreement as
amended by                  this Second Addendum) or Quintiles does so in respect of the
                 Additional Territory, pursuant to and in accordance with clause
                 2.4 of the Licence Agreement (as amended by the Second
                 Addendum), Bioglan shall pay royalties in accordance with the
                 terms of clause 3.2 of the Licence Agreement in respect of the
                 Bioglan Territories and Quintiles shall do so in accordance
                 with the terms of clause A3.2 of the First Addendum. In respect
                 of the Additional Territory whether the commercial sales of the
                 Product are made by Bioglan in the Bioglan Territories or
                 Quintiles in the Additional Territory or not. 



	SA3 	  	Grant
of sub licences  






	SA3.1  	  	Clause
2.4 of the Licence Agreement shall be deleted and                   replaced with the
following  






	2.4.1  	  	In
relation to:  






	  	(a)  	  	 Germany,
France , Sweden and the United Kingdom;                           and  






	  	(b)  	  	 (save
where a sub-licence has been granted in                           which case the
provisions of clause 2.4.2 shall apply)                           any other countries in
the Territory where now or in                           the future Bioglan is itself or
has an Associated                           Company of Bioglan reasonably capable of
performing                           its obligations under the Licence Agreement ((a) and
                          (b) together the “Bioglan Territories)  






	  	 Bioglan shall
      be entitled to grant sublicences, without the prior written consent of Jago
      provided that such sub-licences require compliance by the sub-licensees
      with clauses 4.2, 







 

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5.4.5,
5.8, 8.1, 8.2, 9.1, 10.1, 11,                          14.4 and 19.3 of this Agreement
and on condition that                          any such sublicences so granted shall
terminate                          immediately to the extent that this Agreement is
                         terminated in relation to the Territory. 







	               2.4.2  	  	In
relation to all countries in the Territory other than                       the Bioglan
Territories, the provisions relating to                       sub-licensing as set out in
clauses 2.4 and 3.4 of the                       Licence Agreement shall continue to
apply. 






	               2.4.3  	  	In relation
      to the Additional Territory, Quintiles shall be entitled to grant sub-licences,
      without the prior written consent of JAGO, provided that such sub-licences
      require compliance by the sub-licensees with clauses 4.2, 5.4.5, 5.8, 8.1,
      8.2, 9.1, 10.1, 11, 14.4 and 19.3 of this Agreement and on condition that
      any such sub-licences so granted shall terminate immediately to the extent
      that this Agreement and the First Addendum is terminated in relation to
      the Additional Territory. 






	               2.4.4  	  	For the avoidance
      of doubt the termination for whatever reason of this Agreement in relation
      to either the Territory or the Additional Territory shall not affect the
      continuation of this Agreement or the relevant licensee’s rights or
      relevant sub-licensees’ rights in respect of the Territory or the Additional
      Territory (as the case may be) in relation to which this Agreement has not
      been terminated. 






	                      2.4.5  	  	In
the event that Bioglan grants any sub-licence in                       the Territory or
Quintiles does so in the Additional                       Territory, Bioglan confirms
that it will ensure that Jago                       receives all sums properly due to it
pursuant to and in                       accordance with clauses 3.2 or 3.4 (as the case
may be) of                       the Licence Agreement in respect of the Territory and
                      Quintiles so confirms that it will ensure that Jago
                      receives all sums properly due to it pursuant to clause
                      A3.2 of the First Addendum in respect of the Additional
                      Territory. For the avoidance of doubt clause 3.4 of the
                      Licence Agreement shall not apply to any sublicences
                      granted in respect of either the Bioglan Territories or
                      the Additional Territory. 






	                      2.4.6  	  	In relation to
      any sub-licence granted, if the sub-licensee, by any act or omission is
      in breach of such sub-licence Bioglan in respect of the Territory and Quintiles
      in respect of the Additional Territory shall take such steps as may be necessary
      to either remedy or procure the remedy by the sub-licensee of such breach.
      If such breach is not remedied within 45 days Bioglan in respect of the
      Territory and Quintiles in respect of the Additional Territory shall take
      all reasonable steps to enforce its rights to terminate such sub-licences.
      A failure by Bioglan in respect of the Territory and Quintiles in respect
      of the Additional Territory to comply with this clause shall constitute
      a material breach under clause 14.6.1 of the Licence Agreement.” 






	               SA4  	  	Termination
Provisions 





	 
      SA4.1 



	  	
      Upon payment by Bioglan
        in full of the sum of *** and payment by Quintiles in full of the sum of *** in accordance with SA2.1 above, Jago shall unconditionally
        withdraw the notice of termination set out in the Notice Letter and shall
        irrevocably waive any claims it may have against Bioglan in respect of
        the matters set out in such Notice Letter. Notwithstanding the provisions
        of clause 14 of the Licence Agreement, if payment is not received by Jago
        in accordance with clause SA2.1 above, Jago shall have the right to terminate
        the Licence Agreement, the First Addendum (as amended) and this Second
        Addendum (the “Agreements”) forthwith by giving notice in writing
        to Bioglan and to Quintiles, and thereafter neither Bioglan nor Quintiles
        shall have any rights in relation to the Product whatsoever whether in
        the Territory, the Additional Territory or otherwise. 

       





	  	                                 (a)  	  	SA4.2
In further consideration of the                                  payments of the sums in
accordance with clause                                  SA2.1 Jago hereby for the period
expiring at                                  the end of 31 January 2002  







 

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	  	 irrevocably waives
      any rights it may have at any time in such period to serve any termination
      notices pursuant to clause 14.6.1 of the Licence Agreement during such period
      but such waiver shall be without prejudice to any other rights Jago may
      have or may acquire during that period and shall not prevent Jago from serving
      any notice of termination after such period in relation to such or any rights
      it may have or may acquire during that period; and 








	  	                          (b)  	  	agrees
that if from and including 1 February                                   2002 to 15
February 2002, Jago serves a notice                                   to terminate the
Agreements in respect of the                                   Territory pursuant to
clause 14.6.1 of the                                   Licence Agreement Jago shall
forthwith                                   unconditionally withdraw such notice without
                                  prejudice to any other rights Jago may have or
                                  may acquire, if, during the required 45 day
                                  notice period, Quintiles or an Associated
                                  Company of Quintiles makes an investment in
                                  Bioglan in the form of a subscription for
                                  shares in Bioglan which will result in
                                  Quintiles or an Associated Company of
                                  Quintiles being interested in for the purposes
                                  of section 198 of the Companies Act, 1985 more
                                  than 5% of the issued share capital of Bioglan
                                  or otherwise provides financing to Bioglan (in
                                  the form of debt, loan capital or other form
                                  of indebtedness) or repays or settles all or
                                  part of Bioglan’s indebtedness (or any
                                  combination of the above) in each cause in
                                  respect of an aggregate amount which, if it had
                                  been made in the form of a subscription for
                                  ordinary shares, would result in Quintiles or
                                  an Associated Company of Quintiles being
                                  interested in for the purposes of section 198
                                  of the Companies Act 1985 more than 5% of the
                                  issued share capital of Bioglan. 






	                  SA5.  	  	Amendments 






SA5.1 The reference in clause A6.4
of the First Addendum to                  clause 6.1 of the Licence Agreement shall be
replaced by a                  reference to clause 4.1 of the Licence Agreement. 




SA5.2 Clause 14.3 of the Licence
Agreement shall be deleted. 




SA5.3 Clause 5.7 of the Licence
  Agreement shall be deleted and shall be replaced by the following: 




	  	 5.7 BIOGLAN shall
      market the Product under any trade mark chosen by BIOGLAN. BIOGLAN shall
      meet all responsibilities of maintaining such trade mark in the Territory
      and the Additional Territory. It is hereby agreed that during the term of
      this Agreement all rights in such trade marks rest absolutely in BIOGLAN.
      On termination of this Agreement for whatever reason and whether in respect
      of either or both of the Territory and the Additional Territory BIOGLAN
      or Quintiles (as the case may be) shall and shall procure that all relevant
      third parties shall assign to JAGO with full title guarantee all registrations
      and applications for the trade marks SOLARASE, SOLARAZE, any confusingly
      similar marks and any marks containing any such marks (the “SOLARAZE
      Marks”), including all statutory, common law or other rights attaching
      thereto and the right to sue for past infringements and to retain any damages
      obtained as a result of such action: 








	  	5.7.1  	  	 to
the extent the Solaraze Marks subsist or have effect                   in the Territory
where there is a termination in respect of                   the Territory; and/or  








	  	                  5.7.2  	  	to the extent
      the Solaraze Marks subsist or have effect in the Additional Territory where
      there is a termination in respect of the Additional Territory. 








	  	 Such assignment
      shall be and BIOGLAN or Quintiles (as the case may be) confirms that such
      assignment shall be made with the goodwill attaching to the SOLARAZE Marks
      and the 








 

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	  	 goodwill
      of the business in which the SOLARAZE Marks have been used. The consideration
      payable by JAGO for such assignment shall be a fair market value to be agreed
      between Jago and Bioglan or Jago and Quintiles (as the case may be) in good
      faith negotiations. In the event the fair market value cannot be agreed
      by Jago and Bioglan or Jago and Quintiles (as the case may be), either party
      shall be entitled to refer the determination of the fair market valuation
      for such assignment to an expert (acting as an expert and not as an arbitrator)
      agreed between the parties (and if not agreed within a period of 10 business
      days after a request by either party so to agree, appointed by the President
      for the time being of the Chartered Institute of Accountants). The experts
      decision will be binding on the parties (save in the case of manifest error)
      and if Jago decides to proceed with the assignment the consideration payable
      by Jago for such assignment shall be that decided by the expert.” 








This Second Addendum has been
entered into on the date first written above 





BIOGLAN PHARMA PLC 





By Terry 



Title Chairman & CEO



JAGOTEC AG 





By 



Title 


 

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QUINTILES IRELAND LIMITED
  



By 



Title 





 

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	  	 [Such assignment
      shall be and BIOGLAN or Quintiles (as the case may be) confirms that such
      assignment shall be made with the goodwill attaching to the SOLARAZE Marks
      and the] goodwill of the business in which the SOLARAZE Marks have been
      used. The consideration payable by JAGO for such assignment shall be a fair
      market value to be agreed between Jago and Bioglan or Jago and Quintiles
      (as the case may be) in good faith negotiations. In the event the fair market
      value cannot be agreed by Jago and Bioglan or Jago and Quintiles (as the
      case may be), either party shall be entitled to refer the determination
      of the fair market valuation for such assignment to an expert (acting as
      an expert and not as an arbitrator) agreed between the parties (and if not
      agreed within a period of 10 business days after a request by either party
      so to agree, appointed by the President for the time being of the Chartered
      Institute of Accountants). The experts decision will be binding on the parties
      (save in the case of manifest error) and if Jago decides to proceed with
      the assignment the consideration payable by Jago for such assignment shall
      be that decided by the expert.” 








This Second Addendum has been
entered into on the date first written above 





BIOGLAN PHARMA PLC 





By 



Title 



JAGOTEC AG 





By 



Title 



QUINTILES IRELAND LIMITED 





	/s/ Dennis B. Gillings
      

    
	
      By Dennis B. Gillings
        

       


Title Director 




 

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      45 



















	  	 [Such assignment
      shall be and BIOGLAN or Quintiles (as the case may be) confirms that such
      assignment shall be made with the goodwill attaching to the SOLARAZE Marks
      and the] goodwill of the business in which the SOLARAZE Marks have been
      used. The consideration payable by JAGO for such assignment shall be a fair
      market value to be agreed between Jago and Bioglan or Jago and Quintiles
      (as the case may be) in good faith negotiations. In the event the fair market
      value cannot be agreed by Jago and Bioglan or Jago and Quintiles (as the
      case may be), either party shall be entitled to refer the determination
      of the fair market valuation for such assignment to an expert (acting as
      an expert and not as an arbitrator) agreed between the parties (and if not
      agreed within a period of 10 business days after a request by either party
      so to agree, appointed by the President for the time being of the Chartered
      Institute of Accountants). The experts decision will be binding on the parties
      (save in the case of manifest error) and if Jago decides to proceed with
      the assignment the consideration payable by Jago for such assignment shall
      be that decided by the expert.” 








This Second Addendum has been
entered into on the date first written above 





BIOGLAN PHARMA PLC 





By 



Title 



JAGOTEC AG 





	/s/ Donald Nicholson
      

    	/s/ Michael R.D. Ashton 
      

    
	
      By Donald Nicholson
        

       	 Michael R.D. Ashton
	 	 
	Title Financial Director	 CEO 
	 	 


 



QUINTILES IRELAND LIMITED 




 

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