ex_10-184.htm










Exhibit 10.18.4


 


AMENDMENT NO. 3 TO LICENSE AND SUPPLY AGREEMENT


 




 


This Amendment No. 3 to License and Supply Agreement (this “Amendment”) is entered into and effective as of February 2, 2014, (the “Amendment Date”), by and between ULURU Inc., a Nevada corporation having an address at 4452 Beltway Drive, Addison, TX 75001, USA (“ULURU”), MELMED HOLDING AG, a corporation organized and existing under the Laws of Switzerland and having an address at Bösch 71, CH6331 Hünenberg (“MELMED HOLDING”), and ALTRAZEAL AG, a corporation organized and existing under the Law of Switzerland and have an address at Bösch 71, CH 6331 Hünenberg (“ALTRAZEAL AG”). (each of ULURU, MELMED HOLDING, and ALTRAZEAL AG, a “Party” or together, the “Parties”).







WHEREAS, ULURU and MELMED HOLDING are parties to that certain License and Supply Agreement, dated as of January 11, 2012 and  ULURU and ALTRAZEAL AG are parties to that certain Exclusive License and Supply Agreement, dated as of September 30, 2013 (the “Original Agreements”);







WHEREAS, ULURU AND MELMED HOLDING executed that certain Amendment No. 1 to the License and Supply Agreement, effective as of December 21, 2012 and that certain Amendment No. 2 to the License and Supply Agreement, effective as of December 21, 2012 (the “Melmed Amendments”);







WHEREAS, ULURU AND ALTRAZEAL AG executed that certain Amendment No. 1 to the Exclusive License and Supply Agreement, effective as of February 1, 2014 (the “AG Amendments”);







WHEREAS, the Original Agreements, the Melmed Amendments, and the AG Amendments provides each with certain rights and licenses to patents and other intellectual property that cover ULURU’s product, Altrazeal®, including exclusive registration, marketing, promotion, sale and distribution rights in specified countries;


 


WHEREAS, pursuant to the Original Agreements, the Melmed Amendments, and the AG Amendments, ULURU retains the right, and has an obligation, to manufacture and supply the Products to MELMED HOLDING and ALTRAZEAL AG; and







WHEREAS, the Parties now wish to revise and amend the grant of exclusive rights to certain territories, attached as Exhibit F herein, by and between MELMED HOLDING and ALTRAZEAL AG.


 


 


AGREEMENT







NOW, THEREFORE ULURU, MELMED HOLDING, and ALTRAZEAL AG agree as follows:








	
1.  

	
Definitions. Unless otherwise expressly defined herein, all capitalized terms used herein have the meaning ascribed to them in the Original Agreements.













	
2.  

	
No other Changes; Consolidated Agreement. All other terms and conditions of the Original Agreements are hereby confirmed and shall remain in full force and effect. In the event of any conflict with the provisions of this Amendment and any provisions of the Original Agreements, the provisions of this Amendment shall control. Upon the request of either Party, the Parties shall prepare an Amended and Restated License and Supply Agreement that incorporates the terms of this Amendment into the Original Agreements and eliminates all terms in the Original Agreements that have been rendered obsolete or unnecessary due to this Amendment.













	
3.  

	
Multiple Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. Facsimile or PDF signatures of this Amendment shall have the same force and effect as an original signature.
















  





  











  


















IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their respective duly authorized representatives as of the date first above written:








	
MELMED HOLDING AG

	  	
ULURU Inc.


	
By:

	
/s/ Helmut Kerschbaumer

	  	
By:

	
/s/ Kerry P. Gray


	
Name:

	
Helmut Kerschbaumer

	  	
Name:

	
Kerry P. Gray


	
Title:

	
Chairman

	  	
Title:

	
President and Chief Executive Officer


	  	  	  	  	  











	
ALTRAZEAL AG

	  	  
	
By:

	
/s/ Helmut Kerschbaumer

	  	  	  
	
Name:

	
Helmut Kerschbaumer

	  	  	  
	
Title:

	
Chief Executive Officer

	  	  	  
	  	  	  
	
By:

	
/s/ Klaus Kuehne

	  	  	  
	
Name:

	
Klaus Kuehne

	  	  	  
	
Title:

	  	  	  	  









  





  











  













EXHIBIT F







Exchange of Territories







Territories transferred from MELMED HOLDING AG to ALTRAZEAL AG



	
·  

	
Jordan








	
·  

	
Syria












Territories transferred from ALTRAZEAL AG to MELMED HOLDING AG



	
·  

	
Albania








	
·  

	
Bosnia








	
·  

	
Croatia








	
·  

	
Kosovo








	
·  

	
Macedonia








	
·  

	
Montenegro








	
·  

	
Serbia



























For illustration purposes, after such transfer of territories, the following is a listing of territories for each of the parties:


 


 







ALTRAZEAL AG













	
Africa

	  	  
	
 ** Excluding North Africa and French Speaking Africa

	  	  
	  	  	  
	
Latin America

	  	  
	  	  	  
	
Georgia

	  	  
	  	  	  
	
Turkmenistan

	  	  
	  	  	  
	
Ukraine

	  	  
	  	  	  
	
Commonwealth of Independent States

	  	  
	  	  	  
	
Asia and Pacific

	  	  
	
 ** Excluding China, Hong Kong, Macau, Taiwan, South Korea, and Japan

	  	  
	
 ** Excluding Australia and New Zealand

	  	  
	  	  	  
	
Middle East:

	  	  
	
Jordan

	  	  
	
Syria

	  	  

























MELMED HOLDING AG








	
Europe:

	  	
Middle East:


	
Austria

	  	
Bahrain


	
Belgium

	  	
Egypt


	
Bulgaria

	  	
Kuwait


	
Cyprus

	  	
Oman


	
Czech Republic

	  	
Quatar


	
Denmark

	  	
Saudi Arabia


	
Estonia

	  	
UAE


	
Finland

	  	  
	
France

	  	
North Africa / French Speaking Africa:


	
Germany

	  	
Algeria


	
Hungary

	  	
Angola


	
Ireland

	  	
Cote dİvorie


	
Italy

	  	
Equatorial Guinea


	
Latvia

	  	
Gaban


	
Lithuania

	  	
Lybia


	
Malta

	  	
Morocco


	
Netherlands

	  	
Namibia


	
Norway

	  	
Tunesia


	
Poland

	  	  
	
Portugal

	  	
Ex-Jugoslavia


	
Romania

	  	
Albania


	
Spain

	  	
Bosnia


	
Sweden

	  	
Croatia


	
Switzerland

	  	
Kosovo


	
United Kingdom

	  	
Macedonia


	  	  	
Montenegro


	
Asia and Pacific

	  	
Serbia


	
Australia

	  	
Slovakia


	
New Zealand

	  	
Slovenia