EX-10.9



 Exhibit 10.9 

SECOND AMENDMENT 
 This
Second Amendment pertains to the License Agreement (hereinafter the “License Agreement”) effective August 11, 1997, by and between the MASSACHUSETTS INSTITUTE OF TECHNOLOGY (hereinafter M.I.T.) and ADVANCED INHALATION RESEARCH, INC.
(hereinafter AIR). 
 WHEREAS, AIR intends to enter into an agreement with a CORPORATE PARTNER (as defined in the License Agreement)
according to which AIR will be receiving MILESTONE PAYMENTS (as defined in the License Agreement); and 
 WHEREAS, in the License Agreement
the MILESTONE PAYMENTS are subject to royalties according to paragraphs 4.1(h), (i), and (j); 
 WHEREAS, in the agreement with the
CORPORATE PARTNER, the MILESTONE PAYMENTS are fully creditable against earned royalties on NET SALES which the CORPORATE PARTNER will be paying AIR when product is on the market, such credits scheduled so that the payments normally due to AIR on NET
SALES can be reduced by up to fifty percent in a given year until the full credit is used up; and 
 WHEREAS, the CORPORATE PARTNER wishes
assurance that should the License Agreement terminate M.I.T. will grant to the CORPORATE PARTNER rights to practice under the PATENT RIGHTS under reasonable terms; 

NOW THEREFORE, the parties hereby agree to modify the License Agreement by: 

A) adding the following sentence to the end of paragraph 4.1(h): 

To the extent such MILESTONE PAYMENTS are creditable against royalties on NET SALES normally due LICENSEE from a CORPORATE PARTNER, M.I.T.
agrees that the royalties on MILESTONE PAYMENTS normally due M.I.T. under this paragraph 4.1(h) are also creditable against RUNNING ROYALTIES due M.I.T. on NET SALES according to paragraph 4.1(d), provided, however, that the royalties due M.I.T.
under paragraph 4.1(d) are reduced by no more than half in a single calendar year. 
 B) adding the following sentence to the end of
paragraph 4.1(i): 
 To the extent such MILESTONE PAYMENTS are creditable against royalties on NET SALES normally due LICENSEE from a
CORPORATE PARTNER, M.I.T. agrees that the royalties on MILESTONE PAYMENTS normally due M.I.T. under this paragraph 4.1(i) are also creditable against RUNNING ROYALTIES due M.I.T. on NET SALES according to paragraphs 4.1(e), provided, however, that
the royalties due M.I.T. under paragraph 4.1 (e) are reduced by no more than half in a single calendar year. 
 C) adding the following
sentence to the end of paragraph 4.1(j): 
 To the extent that MILESTONE PAYMENTS are creditable against royalties on NET SALES normally due
LICENSEE from a CORPORATE PARTNER, M.I.T. agrees that the royalties on MILESTONE PAYMENTS normally due M.I.T. under this paragraph 4.1(j) are also creditable against RUNNING ROYALTIES due M.I.T. on NET SALES according to paragraphs 4.1(f), provided,
however, that the royalties due M.I.T. under paragraph 4.1(f) are reduced by no more than half in a single calendar year. 
  

									
	MASSACHUSETTS INSTITUTE OF TECHNOLOGY	 		 	ADVANCED INHALATION RESEARCH, INC.
					
	By:	 	 /s/ Lori Pressman
	 		 	By:	 	 /s/ David Edwards

	Name:	 	 Lori Pressman
	 		 	Name:	 	 David Edwards

	Title:	 	 Assistant Director, Technology Licensing Office
	 		 	Title:	 	 President

	Date:	 	 July 17, 1998
	 		 	Date:	 	 7/20/98