Exhibit 10.16


 


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.


 


First
Amendment to the Product Development and License Agreement


 


THE
PARTIES


 


Ghent
University, public institution with legal personality,
having its administrative offices in Belgium, B-9000 Gent,
Sint-Pietersnieuwstraat 25 and duly represented by Prof. dr. Luc Moens,
vice-rector (hereinafter referred to as “University”)


 


AND


 


Biovail
Laboratories International SRL (successor in interest to
Biovail Laboratories Incorporated), a society with restricted liability
organized under the laws of Barbados and having a principal place of business
at Welches Christ Church, Barbados, West Indies, BB17154 (hereinafter referred
to as “Biovail”)


 


AND


 


Professor
Jean-Paul Remon, living at John
Youngestraat 14 B-9090 Melle, Belgium (hereinafter referred to as “Remon”).


 


PREAMBLE


 


Whereas,
the parties have entered into a Product Development and License Agreement dd. May 31,
2000 (hereinafter the “Agreement”);


 


Whereas,
University has requested Biovail to make payment of future royalties due to
University in EURO;


 


Now,
therefor, it is agreed by and between the parties as
follows:


 


Article 1.                                            Subject


 


1.1                                 Article 8.4. of the
Agreement shall as of the date of this amendment be deleted and replaced by
following:


 


The royalties
required by paragraph 8.1 shall be due and payable within sixty (60) days of
the end of March, June, September and December with respect to sales
of the Royalty Bearing Product in the three (3) month periods ending on
last days of March, June, September and December. Such royalties shall be
paid to the Licensors, to such bank account as the Licensors


 

















 


may designate. {***}† of
the royalties which in accordance with paragraph 8.10 are due to Remon or his
assigns shall be paid in U.S. dollars. {***}† of
the royalties which in accordance with paragraph 8.10 are due to University shall
be paid in EURO. The royalties payable to University shall be calculated in
U.S. dollars and be converted into EURO on the due date of payment (or the
earlier date on which payment is made) using the conversion rate listed on the
European Central Bank website. Biovail shall on payment of royalties submit a
written statement summarizing on a country by country basis the accrual of the
royalties in question together with a copy of quotations of the main banker of
Biovail on the currency rates in question and shall provide reasonable detail
on the U.S. dollar/EURO conversion of the royalties due to University.


 


Article 2.                                            Miscellaneous


 


2.1                                 All other provisions of the
Agreement remain unchanged and in full force and effect.


 


IN
WITNESS WHEREOF, THE PARTIES HAVE EXECUTED
THIS AGREEMENT IN THREE (3) ORIGINAL COPIES ON JULY 21, 2009


 


	
  For Ghent University

  	
   

  	
  GEZIEN EN GOEDGEKEURD ZIEN

  
	
   

  	
   

  	
   

  
	
  /s/ P. Van Cauwenberge

  	
   

  	
  /s/ Yannick de Clercq

  
	
   

  	
   

  	
  27 Aug 2009

  
	
   

  	
   

  	
  YANNICK DE CLERCQ

  
	
  Prof. dr.
  Luc Moens

  	
  Prof.
  Dr. P. Van Cauwenberge Rector

  	
   

  	
  REGERINGSCOMMISSARIS

  
	
  Vice-Rector of the University

  	
   

  	
   

  
				



 


	
   

  	
   

  	
   

  
	
  For Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Fitzroy Bardouille

  	
   

  	
   

  
	
  Fitzroy
  Bardouille

  	
   

  	
   

  
	
  Vice-President,
  Finance

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For Professor Jean-Paul Remon

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Jean-Paul Remon

  	
   

  	
   

  
	
  Jean-Paul
  Remon

  	
   

  	
   

  



 






† 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.