exv10w14w3



 






[ *** ] = Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
406 of the Securities Exchange Act Of 1933, as amended.




Exhibit 10.14.3




THIRD AMENDMENT




TO




LICENSE AGREEMENT



This Third Amendment (the “Amendment”) is entered into as of May 9, 2006 (the “Third Amendment
Date”) to modify the terms of the License Agreement (the “License Agreement”) dated as of March 15,
2004 (as amended April 5, 2005 and February 10, 2006), by and between DAIICHI ASUBIO PHARMA CO.,
LTD., a corporation organized and existing under the laws of Japan and having its registered office
at 9-11, Akasaka 2-chome, Minato-ku, Tokyo 107-8541, Japan (hereinafter referred to as “DAP”) and
REPLIDYNE, INC., a corporation organized and existing under the laws of the State of Delaware,
having its principal business office at 1450 Infinite Drive, Louisville, Colorado 80027, U.S.A.
(hereinafter referred to as “REPLIDYNE”). DAP and REPLIDYNE are sometimes referred to collectively
herein as the “Parties” or individually as a “Party.”




WITNESSETH:



WHEREAS, DAP and REPLIDYNE have entered into the License Agreement regarding the development and
commercialization of Faropenem Medoxomil for the United States and Canadian markets;



WHEREAS, in the previous amendment, a milestone amount was inadvertently misstated relative to the
Parties’ business agreement regarding the same;



WHEREAS, in light of such development, the Parties agree to revise certain terms of the License
Agreement as indicated below.



NOW, THEREFORE, for and in consideration of the premises and covenants contained herein, DAP and
REPLIDYNE agree to amend the License Agreement as written below.





1. Subsection (g) under Section 6.1 “License Fees” shall be replaced in its entirety. The new
Section 6.1(g) shall be written as:




"(g) [ *** ]”




2. No other changes. Except as otherwise expressly provided in this Amendment, all of the terms
and conditions of the License Agreement shall remain in full force and effect.




3. Term of this Amendment. This Amendment shall become effective as of the Third Amendment Date
and shall remain in full force and effect during the term of the License Agreement.



1









 





     IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their duly
authorized officers upon the date first above written in duplicate original, one (1) original to be
retained by each of DAP and REPLIDYNE.



	 	 	 	 	 	 	 
	 
	 
	 
	DAIICHI ASUBIO PHARMA CO., LTD.	 	REPLIDYNE, INC.
	 
	 
	Signature:

	 	/s/ George Nakayama
	 	Signature:
	 	/s/ Kenneth Collins
	 

	 	 
	 	 	 	 
	 
	Name:

	 	George Nakayama
	 	Name:
	 	Kenneth Collins
	 
	Title:

	 	President
	 	Title:
	 	President and Chief Executive Officer
	 
	Date:

	 	5-9, 2006
	 	Date:
	 	5-9-06
	 

	 	 
	 	 	 	 






2




[ *** ] = Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
406 of the Securities Exchange Act Of 1933, as amended.