Amendment to License Agreement



 Exhibit 10.4 
 AMENDMENT TO 
 LICENSE AGREEMENT 
 This Amendment to License Agreement (“Agreement”) effective as of August 10, 2006 by and between SCOLR Pharma, Inc., a Delaware
corporation formerly known as Nutraceutix, Inc. (hereafter referred to as “Company”), and Temple University – Of The Commonwealth System of Higher Education (hereinafter referred to as “Temple”). 
 WITNESSETH: 
 WHEREAS, the Company and
Temple entered into a License Agreement effective September 6, 2000, as amended on October 1, 2002 and on June 1, 2006, relating to the grant of an exclusive worldwide license of Temple’s interest in United States Patent
Application No. 09/037,096, any patents issuing therefrom and any foreign counterparts thereof (“License Agreement”); 
 WHEREAS, Temple and the Company have agreed to modify certain royalty and other payment obligations of SCOLR to Temple in order to facilitate the execution of that certain Amended and Restated Exclusive License Agreement between the Company
and Archer-Daniels-Midland Company dated August 10, 2006 (“ADM Agreement”), which is attached hereto as Exhibit A, and to enhance the potential commercialization of other Licensed Products. 
 NOW, THEREFORE, in consideration of the promises and the mutual agreements contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties agree as follows: 
 Article 1.
Definitions. For the purposes of this Agreement, unless the context clearly or necessarily requires, capitalized terms shall have the meanings assigned in the License Agreement. 
 Article 2. Amendment to Paragraph 4 of the License Agreement. 
 Paragraph 4.3 is hereby replaced in its entirety with the following: 
 In further consideration of the license granted to the Company under the terms of this Agreement, the Company shall pay to Temple, on or before
January 31, 2002 and annually thereafter, a non-refundable license maintenance fee regardless of or irrespective of actual Net Sales, which license maintenance fee payment may be credited against payments due Temple under Paragraph 4.1 during
the same calendar year, with no carry-over of unused credit to subsequent calendar years. The amount of the license maintenance fee payment shall be [***], no 

  

 Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information
subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 








 
more than [***] of which may be credited against payments due to Temple under Subparagraphs 4.1(a) and 4.1(b) pertaining to Supplements and OTC drugs, and no
more than [***] of which may be credited against payments due to Temple under Subparagraph 4.1(c) pertaining to prescription drugs. 
 3. Notwithstanding
anything to the contrary contained in the License Agreement, the Company shall not be required to make any reports or payments to Temple relating to Net Sales of any Licensed Products sold by Archer-Daniels-Midland Company (and its sublicensees)
pursuant to the ADM Agreement, for which the Company receives no royalties on Net Sales. 
 4. The License Agreement shall continue in full force and effect
except as specifically provided in this Agreement. However, in the event that the ADM Agreement is terminated for any reason whatsoever, the License Agreement shall revert to the terms and conditions in effect prior to the effective date of this
Agreement. 
 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above
written. 
 For Temple University - Of The Commonwealth System of Higher Education: 
  

									
				
	 By:
	 	 /s/ Martin S. Dorph
	 		 	 Date: Aug. 17, 2006

		 	 Martin S. Dorph
	 		 		 	
		 	 Vice President, Chief Financial Officer and Treasurer
	 		 		 	

  

									
	 For SCOLR Pharma, Inc.:
	 		 	
				
	 By:
	 	 /s/ Daniel O. Wilds
	 		 	 Date: August 8, 2006

		 	 Daniel O. Wilds
	 		 		 	
		 	 President and CEO
	 		 		 	

  

	[***] 	Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the
omitted portions. 

  

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