Ex-4.14 First Amendment to License Agreement






Exhibit 4.14




FIRST AMENDMENT TO LICENSE AGREEMENT



     This first amendment (the “Amendment”) to License Agreement is effective as of April 15,
2008 (the “Amendment Effective Date”), by on the one hand Protherics Medicines Development
Limited (“Protherics”), and on the other hand, Glenveigh Pharmaceuticals, LLC, Glenveigh
Research, LLC, C. David Adair, M.D., CDA Royalty Investors, LLC, and CDA Licensing
Administrators, LLC (collectively, each such entity and individual referred to individually as
a “Glenveigh Holder” and such entities and Dr. Adair, referred to collectively as “Glenveigh”).
Protherics and Glenveigh may be referred to herein individually as a “Party” and collectively
as the “Parties.”



RECITALS



     WHEREAS, the Parties entered into a License Agreement, dated December 7, 2006 (the
“License Agreement”); and



     WHEREAS, the Parties desire to amend the License Agreement to modify certain provisions
regarding milestone payments and equity holding periods.



     NOW, THEREFORE, in consideration of the covenants, conditions and undertakings hereinafter
set forth, the Parties agree as follows:



     1. Amendment. The parties agree that the License Agreement shall be amended
as follows:



     A. Section 5.2 is hereby amended by deleting subsection 5.2(i) in its entirety and
replacing it with the following:



	 	 	 	 	 
	Milestone Event	 	Milestone Payment
	 
	 	 	 	 
	(i)

	 	Within one hundred twenty
(120) days after Protherics’
Successful Completion
	 	At the option of Protherics,
Protherics shall either (i) pay
Glenveigh Five Million U.S. Dollars
($5,000,000) or (ii) procure that
Glenveigh is issued 4,944,440.30
ordinary shares in the capital
of Protherics plc (“Additional
PTI Ordinary Shares”).* The number of
Additional PTI Ordinary Shares issued
to each of the Glenveigh Holders
shall be determined by instructions
delivered by Dr. Adair to Protherics
within 10 days of the Amendment
Effective Date.
	 
	 	 	 	 
	 

	 	 	 	*calculated as such number of shares
that could be purchased with Five
Million U.S. Dollars ($5,000,000) in
cash, with the PTI Ordinary Shares
being valued at the average
closing offer price of such shares
for the ninety (90) days
prior to Amendment Effective Date
and on the basis of the $/£ exchange
rate as taken from the London
Financial Times on the Amendment
Effective Date






 









 





     B. Section 5.9
shall be amended by deleting the entire text thereof and replacing it with the following:



     5.9 Equity Holding Period. A holding period was imposed on Glenveigh with respect to
any PTI Ordinary Shares granted to Glenveigh pursuant to Section 5.1.2. Such holding period shall
expire upon the Amendment Effective Date. During the holding period, Glenveigh agreed not to
dispose of or agree to dispose of, directly or indirectly, any such PTI Ordinary Shares or do
anything with the same or substantially the same economic effect (including a derivatives
transaction), without the prior written consent of Protherics plc. Following the Amendment
Effective Date, the PTI Ordinary Shares issued to Glenveigh pursuant to Section 5.1.2 will be
freely transferable under the rules of the London Stock Exchange, the Listing Rules of the UK
Financial Services Authority and English law, subject only to the restrictions contained in this
Agreement and as referred to in Article 202 of the Articles of Association of Protherics plc.



     C. Section 5.11
shall be amended by deleting the entire text thereof and replacing it with the following:



     5.11 Reserved.



     D. Section 6.2 shall be amended by deleting the strike-through text as indicated below.




     6.2 Patent Filing, Prosecution and Maintenance. Glenveigh shall own or Control
(as applicable) patents or patent applications within the Licensed Patents in the Territory.
During the term of this Agreement, Protherics shall be responsible for, and shall diligently
carry out and shall bear all costs (including attorneys’ fees) for the preparation, filing,
prosecution, maintenance and extensions(if any) of all patents or patent applications within
the Licensed Patents in the Territory. The filing, prosecution and maintenance of patents
and patent applications pursuant to this Section 6.2 shall be done through patent counsel
selected by Protherics and reasonably acceptable to Glenveigh. Protherics will keep
Glenveigh informed of all significant patent matters relating to the Licensed Patents, and
will give Glenveigh a reasonable opportunity to review and provide input on the prosecution
of applications within the Licensed Patents. Protherics shall have the right, after consultation with Glenveigh, and upon no less than thirty (30) days’
notice, to abandon any of the patents or patent applications within the Licensed Patents in
the Territory, In the event that Protherics decides to abandon any patent and/or patent
application within the Licensed Patents in the Territory, Glenveigh shall have the right to
continue the filing, prosecution or maintenance of any such patent or patent application
that Protherics wishes to abandon, at Glenveigh’s sole cost and expense.



     2. Additional Representations, Warranties and Covenants of Glenveigh. Each of the
Glenveigh Holders hereby represents and warrants, severally and not jointly, to Protherics, that:



          2.1. Authorization. Each Glenveigh Holder has full power and authority to enter into
this Amendment. This Amendment constitutes the valid and legally binding obligation of each
Glenveigh Holder, enforceable in accordance with its terms.




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          2.2. Purchase Entirely for Own Account. This Amendment is made with Glenveigh Holder in reliance upon Glenveigh Holder’s representation to Protherics, which by Glenveigh
Holder’s execution of this Amendment, Glenveigh Holder hereby confirms, that the Additional PTI
Ordinary Shares to be acquired by Glenveigh will be acquired for investment for Glenveigh’s own
account, not as a nominee or agent, and not with a view to the resale or distribution in United States of any
part thereof, and that except for distributions by, to and among the Glenveigh Holders and their respective
members, Glenveigh Holder has no present intention of selling, granting any participation in, or
otherwise distributing the same. By executing this Amendment, Glenveigh Holder further represents that
Glenveigh Holder does not presently have any contract, undertaking, agreement or arrangement with any
person (other than as among the Glenveigh Holders and their respective members) to sell, transfer or
grant participations to such person or to any third person, with respect to any of the Additional
PTI Ordinary Shares. Glenveigh Holder has not been formed for the specific purpose of acquiring the
Additional PTI Ordinary Shares.




          2.3.
Disclosure of Information. Each Glenveigh Holder has received and reviewed the Disclosure Statement dated April 11, 2008 provided by Protherics and has the opportunity
to ask questions and receive answers from Protherics’s management about Protherics’s business,
management, financial affairs and the terms and conditions of the Additional PTI Ordinary Shares.




          2.4. No Registration of Additional PTI Ordinary Shares. Each Glenveigh Holder
acknowledges that the Additional PTI Ordinary Shares issued pursuant to Section 5.2 (i) have not
been registered under the United States Securities Act of 1933, as amended (the “Securities Act”)
or the securities laws of any state of the United States (“State Securities Laws”), and will be
issued to Glenveigh in a transaction not requiring registration under the Securities Act or any
State Securities Laws, and may not be offered, sold or otherwise transferred except in compliance
with the registration requirements of the Securities Act or any applicable State Securities Law,
pursuant to an exemption therefrom or in a transaction not subject thereto. Each certificate
representing Additional PTI Ordinary Shares will contain a legend substantially to the following
effect:





     THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
UNITED STATES OR TO OR FOR THE ACCOUNT OF A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.



     Neither Protherics nor Protherics plc is under an obligation to register the sale, transfer
or other disposition of the Additional PTI Ordinary Shares by Glenveigh or on behalf of Glenveigh
under the Securities Act, or to take any other action necessary in order to make compliance with
an exemption from such registration available.



          2.5.
Accredited Investor. Each Glenveigh Holder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.




          2.6. No General Solicitation. No Glenveigh Holder, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including
through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in
connection with the offer and sale of the Additional PTI Ordinary Shares.






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     2.7. Exculpation Among Glenveigh Holder. Each Glenveigh Holder acknowledges that it is not relying upon any person, firm or corporation, other than Protherics and its
officers and directors, in making its investment or decision to invest in Protherics. Each Glenveigh Holder
agrees that no Glenveigh Holder nor the respective controlling persons, officers, directors, partners,
agents, or employees of any Glenveigh Holder shall be liable to any other Glenveigh Holder for any action
heretofore or hereafter taken or omitted to be taken by any of them in connection with the
purchase of the Additional PTI Ordinary Shares.



     2.8. Residence. If Glenveigh Holder is an individual, then Glenveigh Holder resides in the state or province identified in the address of Glenveigh Holder set forth in the
preamble of the License Agreement; if Glenveigh Holder is a partnership, corporation, limited liability
company or other entity, then the office or offices of Glenveigh Holder in which its principal place of
business is located is at the address or addresses of Glenveigh Holder set forth in the preamble of the License
Agreement.



     3. Protherics Representations, Warranties and Covenants. Protherics represents,
warrants and covenants to Glenveigh as follows:



          3.1. Authorization. Protherics has full power and authority to enter into this
Amendment. This Amendment constitutes the valid and legally binding obligation of Protherics,
enforceable in accordance with its terms.




          3.2 PTI Ordinary Shares and Additional PTI Ordinary Shares. Following the Amendment
Effective Date, the PTI Ordinary Shares issued to Glenveigh pursuant to Section 5.1.2 and any
Additional PTI Ordinary Shares that may be issued to Glenveigh pursuant to Section 5.2 will be
freely transferable under the rules of the London Stock Exchange, the Listing Rules of the UK
Financial Services Authority and English law, subject only to the restrictions contained in
Section 2.4 of this Amendment and as referred to in Article 202 of the Articles of Association of
Protherics pls. Subject to applicable law, Protherics agrees and covenants to cooperate fully with
Glenveigh and Protherics’ transfer agent (including removing of any legends as appropriate) in any
future sales by Glenveigh of the PTI Ordinary Shares and any Additional PTI Ordinary Shares that
are lawfully made under applicable securities laws and exemptions, including but not limited to,
Regulation S promulgated under the Securities Act.




     4. Amendment and Ratification. The License Agreement is hereby amended in accordance
with the foregoing provisions of this Amendment. The License Agreement, as amended as
provided herein, is hereby ratified and shall remain in full force and effect.



     5. Defined Terms. Capitalized terms used in this Amendment shall have the same
meanings as in the License Agreement unless otherwise defined herein.



     6. Counterparts. This Amendment may be executed in counterparts by original or
facsimile signature, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.



[SIGNATURES ON FOLLOWING PAGE]




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     IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their duly
authorized representative as of the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	GLENVEIGH PHARMACEUTICALS, LLC	 	PROTHERICS MEDICINES

DEVELOPMENT LIMITED	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ C. David Adair, M.D.
 	 	 
	 	By:
	 	/s/ Saul Komisar
	 	 
	 

	 	 

Name: C. David Adair, M.D.
	 	 	 	 	 	 

Name: Saul Komisar	 	 
	 

	 	Title:   Chairman
	 	 	 	 	 	Title: President/ Director	 	 






	 	 	 	 	 
	GLENVEIGH RESEARCH, LLC

 	 	 
	By:  	/s/ C. David Adair, M.D.
 	 	 
	 	Name:  	C. David Adair, M.D. 	 	 
	 	Title:  	Chief Manager 	 	 
	 
	C. DAVID ADAIR, M.D.

 	 	 
	By:  	/s/ C. David Adair, M.D.
 	 	 
	 	Name:  	C. David Adair, M.D. 	 	 
	 	Title:  	 	 	 
	 
	CDA ROYALTY INVESTORS, LLC

 	 	 
	By:  	/s/ William R. Russell
 	 	 
	 	Name:  	William R. Russell 	 	 
	 	Title:  	President	 	 
	 
	CDA LICENSING ADMINISTRATORS, LLC 

 	 	 
	By:  	/s/ C. David Adair, M.D.
 	 	 
	 	Name:  	C. David Adair, M.D. 	 	 
	 	Title:  	Manager 	 	 
	 




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