Addendum to Nonexclusive License Agreement



 Exhibit 10.110 
 CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. 
  

			
	 	  	 Pfizer Inc.
 50 Pequot
Avenue
 New London, CT 06320
 Tel. 860
732 4844 Fax 860 732 7029

		
	[Pfizer Logo]	  	  
 Global Research &
Development

		
	 	  	 George M. Milne, Jr., Ph.D.
 Senior Vice President, Pfizer Inc.
 Executive Vice President, PGRD

President, Worldwide Strategic & Operations Management


 December 11, 2001 
 Mr. Karl Strohmeier 

Vice President, Corporate Development 
 CyDex,
Inc. 
 12980 Metcalf Avenue 
 Suite 470

 Overland Park, KS 66213 
  

	 	Re:	Addendum to June 4, 1996 Nonexclusive License Agreement 

 Dear Mr. Strohmeier: 
 Further to our recent discussions regarding the Nonexclusive License
Agreement dated June 4, 1996 (“Agreement”) between Pfizer Inc. (“Pfizer”) and the University of Kansas (“KU”), assigned to CyDex, Inc. (“CyDex”), we agree to amend the Agreement to include animal health
products as subject matter as follows: 
 1. Section 1.2 of the Agreement is hereby deleted and replaced by the following: 

“Section 1.2 “Licensed [***] Products” means any [***] Product, the manufacture, use, or sale of which would
infringe a Valid Claim within the Patent Rights in the absence of a license.” 
 2. Section 1.5 of the Agreement is hereby deleted and
replaced by the following: 
 “Section 1.5 “[***] Product” means any pharmaceutical preparation
incorporating (a) KUCD and (b) one or more compounds owned or licensed by Pfizer as of the Effective Date of the Option Agreement dated December 3, 1993 between the 

  
  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 









 
parties or any new chemical entity discovered or obtained by Pfizer during the term of this Agreement, providing such preparation is intended for [***] use and is not an [***] Product (as defined
in the Option Agreement) or a product indicated for [***] use. 
 3. Section 3.2 of the Agreement is hereby amended to add the following
subsections: 
 “Section 3.2.1 The royalties paid under section 3.2.2 shall be paid on Net Sales of [***] Products intended
for [***].” 
 “Section 32.3 in addition to royalties paid to CyDex pursuant to Section 3.2.2. on Net Sales of
[***] Products [***], Pfizer shall pay a royalty of [***] percent ([***]%) of Net Sales of Licensed Non-Antifungal Products approved for [***], made in each calendar year throughout the Territory.” 

“Section 3.2.4 One-Time Fee 
 Pfizer shall pay to Cydex a non-refundable one time fee of [***] dollars ($[***]), which amount shall be due and payable within [***] days of the execution of this Agreement by CyDex.” 

“Section 3.2.5 Milestone Payments 
 Within [***][***] days following the occurrence of each of the milestone events as listed below with respect to each Licensed [***] Product approved for [***], Pfizer shall provide written notice to CyDex
of the achievement of such event, and within [***] days of the occurrence of each of the milestone events, pay to CyDex the applicable non-refundable milestone fee listed next to each such event. The milestone payments are as follows: 

 

					
	Milestone	  	Payment	 
	 [***]
	  	 	[***]	  
	 [***]
	  	 	[***]	  

 4. Section 8 will be deleted and
replaced by the following: 
 “Section 8. Notices 

All notices shall be in writing mailed via certified mail, return receipt requested, courier or facsimile transmission addressed as
follows, or to such other address as may be designated from time to time: 
 If to Pfizer: 

  
  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 










			
	 	  	Senior Vice President
		  	Pfizer Global Research and Development 50 Pequot Avenue
		  	New London, CT 06320
		  	With copy to: Assistant General Counsel
		
	If to CyDex:	  	 To CyDex at its address as set forth at the beginning of this Agreement.
 Attention: General Counsel


 Notice shall be deemed given as of
the date sent.” 
 All other terms and conditions of the Agreement shall remain the same and in full force and effect. 

By signing and returning this Amendment to Dr. Laura Winka at Pfizer Global Research and Development, you agree to its terms and conditions.

  

	
	Sincerely,
	
	/s/ George M. Milne
	George M. Milne Jr., Ph.D.
	Executive Vice President, PGRD
	President
	WW Strategic & Operations Management


  

			
	Agreed:
	
	CyDex, Inc.
		
	By:	 	 /s/ Karl Strohmeier

	Name:	 	 Karl Strohmeier

	Date:	 	 December 18, 2001


 cc: Assistant General Counsel , PGRD