Exhibit 10.18


 


CONFIDENTIAL TREATMENT REQUESTED:


 


Portions of this Exhibit have been redacted
pursuant to a request for confidential treatment under Rule 24b-2 of the
General Rules and Regulations under the Securities Exchange Act of 1934,
as amended.  Such redacted portions have been replaced with “{***}” in this Exhibit.  An unredacted version of this document has
been filed separately with the Securities and Exchange Commission along with
the request for confidential treatment.


 


AGREEMENT


 


This Agreement,
effective as of July 21, 2000, is between ETHYPHARM S.A., a French
Corporation having offices at 21 Rue St. Mathieu, 78550 Houdan, France,
(hereinafter ETHYPHARM) and AVENTIS PHARMACEUTICALS INC., a Delaware
Corporation formerly known as Hoechst Marion Roussel, Inc. having
principal offices at 399 Interpace Parkway, Parsippany, New Jersey, 07054
(hereinafter AVENTIS).


 


The parties entered
into a NON-EXCLUSIVE LICENSE AGREEMENT and a RESEARCH AND DEVELOPMENT AGREEMENT
both of which were effective as of December 5, 1996.  The NON-EXCLUSIVE LICENSE AGREEMENT was
amended by a letter dated December 5, 1996, and an ADDENDUM dated January 4,
1999.


 


Due to changes in
business conditions, the parties have determined that it is in their mutual
best interest to modify the existing agreements as set forth below.


 


1.                                       AVENTIS agrees to
pay to ETHYPHARM the sum of {***}† which amount shall be paid by a wire
transfer to an account designated by ETHYPHARM upon execution of this AGREEMENT
but not later than July 27, 2000.


 


2.                                       The payment
provided for above shall be full and complete discharge of all payment
obligations (including royalties) provided for in the NON-EXCLUSIVE LICENSE
AGREEMENT (as modified by the ADDENDUM), and all payment obligations provided
for in the RESEARCH AND DEVELOPMENT AGREEMENT.


 


3.                                       All other terms
of the NON-EXCLUSIVE LICENSE AGREEMENT shall remain in full force and
effect.  AVENTIS shall have the right to
assign the NON-EXCLUSIVE LICENSE AGREEMENT to any person or corporation which
is acquiring all or substantially all of the rights to manufacture and sell
Cardizem® CD in the TERRITORY, so long as the acquirer agrees to make the
required royalty payments.


 


4.                                       AVENTIS hereby
grants to ETHYPHARM the right to refer to AVENTIS’ regulatory filings in the United
States for the purpose of selling ETHPHARM’S own once-daily diltiazem range of
products.  AVENTIS will take any steps
necessary to confirm this


 






† Represents material which
has been redacted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended.


 

















 


right of reference to governmental agencies.  Nothing in this paragraph shall be construed
to give ETHYPHARM any right to obtain copies of the regulatory filings or to
exercise any control over those materials or the information contained
therein.  AVENTIS further agrees to use
reasonable efforts to provide to ETHYPHARM a description of the modifications
made by AVENTIS to the ETHYPHARM technology in developing the approved 360 mg.
dose of Cardizem® CD.


 


5.                                       The parties have
been engaged in discussions concerning four dosage development projects.  Those projects relate to the development of
1) a sustained release injectable dosage form for erythropoietin, 2) a fast
dissolving table for fexofenadine, 3) an oral formulation for low molecular
weight heparin and 4) an improved dosage form for ramipril.  In the event that AVENTIS elects to have
ETHYPHARM complete any of these projects, ETHYPHARM agrees to complete the
development of the dosage form at ETHYPHARM’S sole expense.  A dosage form shall be complete when the
parties agree that it 1) meets the relevant dissolution requirements for the
product, 2) can be manufactured in pilot scale and can be scaled up to full
production, 3) is pharmaceutically acceptable and 4) is ready to begin clinical
testing.  All information concerning the
development projects shall remain the sole property of ETHYPHARM.


 


6.                                       ETHYPHARM agrees
that it will not offer any of these four projects to any other company provided
that, for each of the four projects, no later than September 1, 2000,
AVENTIS notifies ETHYPHARM of its decision to have ETHYPHARM complete the
development project or projects and no later than November 1, 2000, the
parties enter into a license agreement for the dosage form so developed.  Such license agreement shall be on such terms
as the parties may agree including appropriate non-refundable license fees
which may include advanced royalties but ETHYPHARM shall not insist on any
payment of development costs or milestone payments as a condition of entering
into the license agreement.  In the event
that the parties do not enter into such a license agreement within the time
allotted, ETHYPHARM shall be free to license the dosage form to any other party
for such projects; provided, however, that in the event ETHYPHARM proposes to
enter into a license agreement with a third party on terms more favorable than
the terms last offered to AVENTIS, ETHYPHARM shall notify AVENTIS of the terms
of such proposal and AVENTIS shall have ten days to either accept or reject the
license on those terms.


 


7.                                       The parties agree
that the RESEARCH AND DEVELOPMENT AGREEMENT dated December 5, 1996, is
hereby terminated and of no further force or effect except for the obligations
of AVENTIS to indemnify ETHYPHARM under paragraph 9.01 to 9.04 inclusive that
shall survive and continue as provided and shall also include the provisions of
this new Agreement.


 


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IN WITNESS WHEREOF, the
parties have executed this Agreement.


 


 


	
  AVENTIS PHARMACEUTICALS, INC.

  	
   

  	
  ETHYPHARM S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Gerald P. Belle

  	
   

  	
  /s/ Gerard Leduc

  
	
  By: 

  	
  Gerald P. Belle

  	
   

  	
  By: 

  	
  Gerard Leduc

  
	
  Title: 

  	
  President & Chief Executive Officer

  	
   

  	
  Title: 

  	
  General Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Patrice DeBregeas

  
	
   

  	
   

  	
  By: 

  	
  Patrice DeBregeas

  
	
   

  	
   

  	
  Title: 

  	
  President