Exhibit 10.24

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

 

THIRD AMENDMENT TO THE LICENSE AGREEMENT

 

This THIRD AMENDMENT dated as of May , 2015 (this “Third Amendment”) to that certain License Agreement by and between Kadmon Pharmaceuticals, LLC (“Kadmon”) and AbbVie Inc., (“AbbVie”) dated June 17, 2013 as amended,(the “License Agreement”), is made by and between Kadmon and AbbVie. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the License Agreement.

 

WHEREAS, the Parties have entered into the License Agreement;

 

WHEREAS, the Parties amended the License Agreement on October 2, 2014 in the Amendment and Modification Agreement to Transaction Documents (“Amendment and Modification Agreement”), in order to, among other amendments and modifications, establish a Royalty Formula to calculate the High Dose BID Royalty for calendar years 2015 and 2016;

 

WHEREAS, Exhibit B to the Amendment and Modification Agreement (“Exhibit B”) set forth the Royalty Formula in mathematical format;

 

WHEREAS, the Parties have identified an error in Exhibit B which requires correction in order to arrive at an accurate High Dose BID Royalty; and

 

WHEREAS, the Parties now desire to amend and modify Exhibit B as set forth in this Third Amendment.

 

NOW, THEREFORE, in consideration of the premises and mutual covenants, agreements and provisions contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

1.              Exhibit B shall be replaced with Revised Exhibit B attached hereto at Exhibit 1.

 

2.              The Agreement is amended only to the extent set forth herein, and all other terms of the Agreement shall remain the same and are not affected by this Amendment. In the event of any conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control.

 

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

 

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the day and year first written above.

 

	
Kadmon   Pharmaceuticals, LLC
    	
AbbVie   Inc.
    
	
 
    	
 
    
	
By
    	
/s/ Eva Heyman
    	
 
    	
By
    	
/s/ William J.   Chase
    
	
Name: Eva Heyman
    	
Name: William J.   Chase
    
	
Title: Chief   Commercial Officer
    	
Title: EVP,   Chief Financial Officer
    
					


 

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

 

EXHIBIT 1

 

Revised Exhibit B

 

[INSERT NEW EXHIBIT B]

 

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

 

All Data Sets and Calculations are Measured Quarterly

 

	
Form   IMS prescription
   data
    	
 
    	
Percent of MODERIBA
   used with 3D
    	
 
    	
From IMS NPA
   Data
    	
 
    	
# of 200MG Equivalents per
   MODERIBA
    	
 
    	
Total # of 200MG Equivalents in   MODERIBA used
   with 3D
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MODERIBA 600MG + 3D
    	
=
    	
%   MODERIBA 600MG with 3D
    	
x
    	
MODERIBA   600MG
    	
=
    	
#   MODERIBA 600MG used with 3D
    	
x
    	
1.5 (200MG   Equiv.)
    	
=
    	
# of   200MG Equiv. in MODERIBA 600MG used with 3D
    	
 
    	
 
    
	
MODERIBA 600MG
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MODERIBA 800MG + 3D
    	
=
    	
%   MODERIBA 800MG with 3D
    	
x
    	
MODERIBA   800MG
    	
=
    	
#   MODERIBA 800MG used with 3D
    	
x
    	
2   (200MG Equiv.)
    	
=
    	
# of   200MG Equiv. in MODERIBA 800MG used with 3D
    	
 
    	
 
    
	
MODERIBA 800MG
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MODERIBA 1000MG + 3D
    	
=
    	
%   MODERIBA 1000MG with 3D
    	
x
    	
MODERIBA   1000MG
    	
=
    	
#   MODERIBA 1000MG used with 3D
    	
x
    	
2.5   (200MG Equiv.)
    	
=
    	
# of 200MG Equiv. in   MODERIBA 1000MG used with 3D
    	
 
    	
 
    
	
MODERIBA 1000MG
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MODERIBA 1200MG + 3D
    	
=
    	
%   MODERIBA 1200MG with 3D
    	
x
    	
MODERIBA   1200MG
    	
=
    	
# MODERIBA 1200MG used   with 3D
    	
x
    	
3   (200MG Equiv.)
    	
=
    	
# of   200MG Equiv. in MODERIBA 1200MG used with 3D
    	
 
    	
 
    
	
MODERIBA 1200MG
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
TOTAL # of 200MG Equivalent in MODERIBA used with 3D x $2.19 = “Quarterly   Initial Royalty” Owed for Quarter
    	
 
    	
 
    


 

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