EX-10.12



 Exhibit 10.12 
  

					
	 FROM: [ILLEGIBLE]
	  	PHONE NO.   : 00442076811314	  	13 DEC.   2006 01: 58 PM P1

 AMENDMENT 
 This
is an amendment to the Research, Development and License Agreement (“R&L AGREEMENT”) entered into on August 15, 2005, by and between Lipoxen Technologies Limited, a company registered in England and [ILLEGIBLE] with company
number 03401495 and having its registered office at suit [ILLEGIBLE] WC1H [ILLEGIBLE] (“LIPOXEN”); [ILLEGIBLE] Healthcare SA (“BHSA”), a corporation organized and existing under the laws of Switzerland, and
Baxter Healthcare Corporation (“BHC”) having its principal place of business at One [ILLEGIBLE] Parkway, [ILLEGIBLE], [ILLEGIBLE] 

WHEREAS, LIPOXEN has [***] to the terms of Article 2.3 of the R&L AGREEMENT before the ACCEPTANCE DATE (as defined in the R&L AGREEMENT), and
specifically by December 13, 200 [ILLEGIBLE]; 
 WHEREAS, [***] provided that the R&L AGREEMENT [***] as provided below: 

ACCORDINGLY, BAXTER and LIPOXEN agree to the following amendments and modifications of the R&L AGREEMENT: 

 

	1.	Replace Article 2.1 with the following: 

 “In General BAXTER [ILLEGIBLE] LIPOXEN
with[***] or other THERAPEUTIC AGENTS to [ILLEGIBLE] developing DELIVERY AGENTS and POTENTIAL PRODUCTS to be utilized by BAXTER in its research and development activities to [***] other THERAPEUTIC AGENT. BAXTER shall as soon as possible
after the EFFECTIVE DATE provide all of the BAXTER KNOW-HOW to LIPOXEN. At BAXTER’s sole discreation BAXTER may or may not provide to LIPOXEN data [ILLEGIBLE] by BAXTER in [***] other THERAPEUTIC AGENTS, including data relating
[ILLEGIBLE] the [***] (and protocols on the various techniques used), [***] [ILLEGIBLE] [***] stability data (including native proteins) and publications (patent and research papers).” 









					
	 FROM : [ILLEGIBLE]
	  	PHONE NO. : 00442076811314	  	13 DEC. 2006  01 : 59 PM P2

  


	2.	Add the following definition 1.75: 

 “THIRD PARTY PRODUCT” means a product brought to
the market by a third party which contains a THERAPEUTIC AGENT [***], (i) which product competes with a COMMERCIAL PRODUCT and (ii) which product does not infringe a VALID PATENT CLAIM. 

 

	3.	Amend Article 8.3 by adding the statement, “and the term for paying such royalty [***] after – [***] –, and add the following paragraph between the first and second paragraphs: 


“The ROYALTY RATE shall [***] respect of COMMERCIAL PRODUCTS sold or supplied in a country where there exists a THIRD PARTY PRODUCT. In
the event LIPOXEN and BAXTER [***] whether such THIRD PARTY PRODUCT infringes a VALID PATENT CLAIM, [***] LIPOXEN [***] and if LIPOXEN elects to bring an action against such THIRD PARTY PRODUCT [ILLEGIBLE] that such THIRD PARTY PRODUCT
infringes a VALID PATENT CLAIM. In the event LIPOXEN succeeds [ILLEGIBLE] such action [***] LIPOXEN, which sums LIPOXEN [***] BAXTER. 
  

	4.	Amend Article 8.4 by adding the following sentence: 

 “In the event a THIRD PARTY PRODUCT
is sold or supplied in a country in which a COMMERCIAL PRODUCT is sold or supplied then BAXTER’s [***] FIRST COMMERCIAL SALE. In the event LIPOXEN and BAXTER [***] as to whether such THIRD PARTY PRODUCT infringes a VALID PATENT CLAIM, then
[***] LIPOXEN [***] when and if LIPOXEN elects to bring an action against such THIRD 









					
	 FROM : [ILLEGIBLE]
	  	PHONE NO. : 00442076811314	  	13 DEC. 2006  01 : 59 PM P3

  

 PARTY PRODUCT asserting that such THIRD PARTY PATENT infringes a VALID PATENT CLAIM. In the
event LIPOXEN action then [***] All capitalized terms used herein which are not specifically defined in this Amendment shall have the meaning [ILLEGIBLE] forth in the R&L AGREEMENT. 

 

	5.	The remaining terms of the R&L AGREEMENT shall remain in full force and [ILLEGIBLE]. 

  

	6.	This Amendment may be executed in more than one counterpart, each of which constitutes an original and [ILLEGIBLE] of which together shall constitute one enforceable agreement. For purposes of this Amendment and
any other document required to be delivered pursuant to this Amendment, [ILLEGIBLE] of signatures shall be deemed to be original signatures. In addition, if any one of the PARTIES sign facsimile copies of this Amendment, such copies shall be
deemed originals 

 IN WITNESS WHEREOF, the PARTIES hereto have caused their authorized representatives to execute this Amendment by signing
below: 
  

							
	Signed:	  		  		  	
	For and on behalf of:	  		  	For and on behalf of:	  	
	Lipoxen	  		  	Baxter Healthcare Corporation	  	

  

											
	Signature	  	 /s/ M. Scott Maguire
	  		  	Signature	  	 /s/ Joy A. Amundson
	  	
	Name:	  	M. Scott Maguire	  		  	Name:	  	Joy A. Amundson	  	
	Title:	  	CEO	  		  	Title:	  	 Corporate Vice President,
 President
BioScience
	  	
	Signed:	  		  		  		  		  	

  

					
	For and on behalf of:	  		  	
	BAXTER HEALTHCARE SA	  		  	


											
						
	Signature	  	 /s/ F. de Freine
	  		  		  	 /s/ Rebecca Binggeli
	  	
	Name:	  	F. de Freine	  		  		  	Rebecca Binggeli	  	
	Title:	  	 Finance Director
 Baxter Healthcare SA
	  		  		  	 Director of Tax, Europe
 Baxter Healthcare
SA
	  	

 Dec. 13, 2006