Exhibit 10.25

 



 

Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [     ] and an asterisk*, have been separately filed with the Securities and Exchange Commission.

 

“Agreement Amendment No. 2”

 

[17 March, 2011]

 

Janssen Pharmaceutica N.V.

Turnhoutseweg 30

B-2340 Beerse

Belgium

 

Elan Drug Delivery, Inc.

3500 Horizon Drive

King of Prussia, PA 19046

USA

 

Dear Sirs

 

RE:                            License Agreement dated March 31, 1999 (the “Agreement”), as amended by letter amendment of July 31, 2003, between Elan Drug Delivery, Inc. (successor in interest in and to Elan Pharmaceutical Research Corp., d/b/a Nanosystems(“EDDI”) and Elan Pharma International Limited (“EPIL”)  (EDDI and EPIL collectively hereinafter referred to as “Elan”) and Janssen Pharmaceutica N.V.  (“Janssen”)

 

Elan and Janssen hereby agree that with effect from July 31, 2009 this Agreement Amendment No. 2 (“Agreement Amendment No. 2 Effective Date”) the Agreement shall be amended as follows:

 

1.                                      All references in the Agreement to EPRC shall read EDDI.  All references to NANO shall read Elan.

 

2.                                      Article 22             Elan contact details only - shall be deleted and replaced with the following:

 

If to Elan:                                                                                   Elan Pharma International Limited

 











 

	
 
    	
EPIL Letter to Janssen   and EDDI of 23 July 2009
    
	
 
    	
Amendment No 2 to license   dated 31 March 1999, as amended
    


 

Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [     ] and an asterisk*, have been separately filed with the Securities and Exchange Commission.

 

	
 
    	
Monksland, Athlone, County Westmeath, Ireland
    
	
 
    	
 
    
	
 
    	
Attention:
    	
Vice President & Legal Counsel
    
	
 
    	
Telefax:
    	
00 353 90 64 95402
    
	
 
    	
 
    
	
With a copy to:
    	
Elan Drug Delivery, Inc.
    
	
 
    	
3500 Horizon Drive, King of Prussia, PA 19406,
    
	
 
    	
USA
    	
 
    
	
 
    	
 
    
	
 
    	
Attention:
    	
President
    
	
 
    	
Telefax:
    	
001 610-313-5182
    


 

3.                                      Patent Schedules

 

3.1                               Exhibit A: Nano Patents shall be deleted and replaced with Exhibit A:  Nano Patents — Updated January, 2011, attached hereto.

 

Exhibit B:  Selection Patents shall be deleted and replaced with Exhibit B Selection Patents — Updated January 2011, attached hereto.

 

4.                                      Defined texts used in this Agreement Amendment No. 2 shall have the meaning assigned to them in the Agreement unless such terms are expressly defined in this Agreement Amendment No. 2.  All other provisions of the Agreement not amended herein shall remain unchanged and in full force and effect.

 

	
Yours faithfully,
    	
 
    
	
 
    	
 
    
	
Signed on behalf of:
    	
 
    
	
Elan Pharma International   Limited
    	
 
    
	
 
    	
 
    
	
/s/ William Daniel
    	
 
    
	
Name: 
    	
William Daniel
    	
 
    
	
Title: 
    	
Director
    	
 
    
	
Date: 
    	
1 April 2011
    	
 
    


 

Agreed and accepted for and on behalf of

Elan Drug Delivery, Inc. successor in interest in and to Elan Pharmaceutical Research Corp., d/b/a Nanosystems

 

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Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [     ] and an asterisk*, have been separately filed with the Securities and Exchange Commission.

 

	
 
    	
 
    
	
/s/ David Czekai
    	
 
    
	
Name: David Czekai
    	
 
    
	
Title: VP and GM
    	
 
    
	
Date: 18 Apr 2011
    	
 
    
	
 
    	
 
    
	
Accepted for and on behalf of:
    	
 
    
	
Janssen Pharamceutica   N.V.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/ Ludo Lauwers
    	
 
    
	
Name: Ludo Lauwers
    	
 
    
	
Title: Senior Vice   President, Site Management
    	
 
    
	
Date: 17 March 2011
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/ Dirk Collier
    	
 
    
	
Member of the Board
    	
 
    


 

3











 

Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [     ] and an asterisk*, have been separately filed with the Securities and Exchange Commission.

 

Exhibit A: Nano Patents—Updated January, 2011

 

[*****]

 

4











 

Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [     ] and an asterisk*, have been separately filed with the Securities and Exchange Commission.

 

[Exhibit B: Selection Patents—Updated July 31, 2009]

 

[*****]

 

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