c54382_ex10-31.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing




Exhibit 10.3.1



CONFIDENTIAL TREATMENT REQUESTED


CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS

BEEN REQUESTED IS OMITTED AND IS NOTED AS FOLLOWS **REDACTED**. AN

UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND

EXCHANGE COMMISSION. 


AMENDMENT TO 

LICENSE AND COLLABORATION AGREEMENT


     THIS AMENDMENT TO LICENSE AND COLLABORATION AGREEMENT (this “Amendment”), is entered into this
___ day of June 2007 (the “Effective Date”) by and between
Santaris Pharma A/S, a Danish corporation having its principal place of business at Hørsholm, Denmark (“Santaris”), and Enzon Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at Bridgewater, New Jersey 08807 (“Enzon”). Santaris and Enzon may be referred to herein individually as a “Party” or collectively, as the “Parties”.


BACKGROUND


     WHEREAS, Enzon and Santaris entered into the License and Collaboration Agreement dated July 26, 2006 (the “Agreement”); and



     WHEREAS, Enzon and Santaris desire to amend and restate certain provisions of the Agreement. 


     NOW, THEREFORE, in consideration of the covenants and obligations expressed herein and intending to be legally bound, and otherwise bound by proper and reasonable conduct, the Parties agree as
follows: 


1.     Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Agreement. 


2.     Section 5.3 of the Agreement is hereby amended and restated in its entirety as follows: 



Generation and Delivery of LNA Compounds.
        Following the designation of the Additional Targets, Santaris shall then,
        at its sole cost and expense, use its Diligent Efforts to design, identify,
        synthesize, screen and select in cell culture LNA Compounds that meet
        the applicable Compound Acceptance Criteria and to generate and deliver
        to Enzon LNA Compounds for all Additional Targets in roughly equal intervals
        within a [**Redacted**] period;
        provided, however, if Santaris has successfully generated such LNA Compounds
        more frequently than [**Redacted**] every [**Redacted**],
    Santaris may elect to deliver such LNA Compounds to Enzon. 


3.     The third
    sentence of Section 5.4 of the Agreement is hereby amended and restated in
its entirety as follows: 










Upon delivery by Santaris of at least [**Redacted**] of
        substance for at least two (2) LNA Compounds meeting the applicable Compound
        Acceptance Criteria for an Additional Target (each of which is an “Accepted
        LNA Compound”), Enzon shall pay the
        amount required under Section 7.3; provided, however, in the event that
        Santaris elects to deliver the LNA Compounds to Enzon more frequently
        than [**Redacted**] every [**Redacted**] pursuant
        to Section 5.3, Enzon shall not be required to pay the amount required
        under Section 7.3 more than [**Redacted**] in
        any [**Redacted**] period
    pursuant to the terms of Section 7.3. 



4.     The second sentence of Section 5.5 of the Agreement is hereby amended and restated in its entirety as follows: 




Enzon shall use its Diligent Efforts to determine, within
[**Redacted**] after delivery
of the Accepted LNA Compound
against each Additional Target from Santaris, whether it wishes
to
select any Accepted LNA Compound to commence pre-clinical
toxicology studies; provided, however, if Santaris delivers
the
Accepted LNA Compound for more than one Additional Target
in
any [**Redacted**] period
, Enzon shall have an additional period
of time equal to the amount of time such Accepted LNA
Compound was delivered earlier than expected. For example,
if
Santaris delivers Accepted LNA Compound against the sixth
Additional Target in the [**Redacted**] following
the
designation of the Additional Targets, Enzon shall have [**Redacted**] from
such delivery to make such determination.


5.     The table in Section 6.1(a) of the Agreement is hereby amended and restated in its entirety as
follows:  

	Development Milestone	 	Time to Achieve
	   [**Redacted**]	 	[**Redacted**] after
        delivery (or such longer

      period of time as extended pursuant to

Section 5.5) by Santaris of the

Accepted
    LNA Compound
	

   [**Redacted**]	 	

(a) [**Redacted**] in respect of [**Redacted**]

          

      (b) [**Redacted**] after the [**Redacted**] in

      respect of [**Redacted**];
      and



2











	Development Milestone	 	Time to Achieve
	   	 	
        (c) in respect of other Selected LNA Compounds,

[**Redacted**] after  [**Redacted**]





6.     Section 7.3 of the Agreement is hereby amended and restated in its entirety as follows:


Selected LNA Compound Acceptance Fees. Within thirty (30) days after the delivery by Santaris of at least [**Redacted**] of LNA Compounds
meeting the Compound Acceptance Criteria for an Additional Target pursuant to Section 5.4, Enzon shall pay US[**Redacted**] with respect to each of six (6) Additional Targets;
provided, however, in the event that Santaris elects to deliver the LNA Compounds meeting the Compound Acceptance Criteria for more than one Additional Target in any [**Redacted**] period, Enzon shall not be required to pay the amount required under this Section 7.3 more than once in any [**Redacted**] period.
For example, if Santaris delivers at least [**Redacted**] of LNA Compounds meeting the Compound Acceptance Criteria for two Additional Targets on [**Redacted**] and delivers another [**Redacted**] of LNA Compounds meeting the Compound Acceptance Criteria for the [**Redacted**] Additional Target on [**Redacted**], Enzon shall owe Santaris a payment on [**Redacted**] for the [**Redacted**] Additional Target, a payment on [**Redacted**] for
the [**Redacted**] Additional Target, and a payment on [**Redacted**] of the following year for the [**Redacted**] Additional Target. If the first Event Milestone Payment payable under Section 7.4 in respect of any Additional Target is payable before the amount payable under this Section 7.3 in respect of
such Additional Target is payable, such amount payable under this Section 7.3 shall be paid at the same time as such Event Milestone Payment is payable. For the purpose of Section 10.4(b)(ii), the amounts payable under this Section 7.3 shall accrue
upon delivery of such quantities of LNA Compounds meeting the Compound Acceptance Criteria for an Additional Target, even if the payment may be deferred as provided above. 


7.     Except as set forth in this Amendment, the Agreement shall remain in full force and effect. 


8.     Resolution of all disputes arising out of or related to this Amendment or the performance, enforcement, breach or termination of this Amendment and any remedies relating thereto, shall be governed by and construed under the
substantive Laws of the State of New York, without regard to conflicts of law rules that would provide for application of the Law of a jurisdiction


3












outside New York.  To the extent there is any such dispute, such dispute will be handled in accordance with the procedures set forth in Section 13 of the Agreement. 


9.     This Amendment may be executed in two or more counterparts (including by facsimile or .pdf file) each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 


[Remainder of Page Intentionally Left Blank]


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         IN WITNESS WHEREOF, the Parties have executed this Amendment in duplicate originals by their proper officers as of the date and year first above written. 


	SANTARIS PHARMA A/S	 	ENZON PHARMACEUTICALS, INC.	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/
        Keith McCullagh	 	By:	/s/
        Ivan Horak	 
	 	 	 	 	 	 
	NAME: Keith McCullagh	 	NAME: Ivan Horak	 
	TITLE: Chief Executive Officer	 	TITLE: Chief Scientific Officer	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/
        Henrik Stage	 	 	 	 
	 	 	 	 	 	 
	NAME: Henrik Stage	 	 	 	 
	TITLE: Chief Financial Officer	 	 	 	 









EXECUTION PAGE TO
SANTARIS-ENZON AMENDMENT TO LICENSE AND COLLABORATION AGREEMENT