EXHIBIT 10.15
Powderject Research Limited
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
30 September ▇▇▇▇
▇▇▇▇▇▇ Pharmaceuticals, Inc.
AlgoRx Technologies, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇
POWDERJECT RESEARCH LIMITED
With reference to:
1. the license agreement dated as of 22 March 2002 made between Powderject
Research Limited, Powderject Technologies Limited, Algorx Pharmaceuticals,
Inc. and AlgoRx Technologies, Inc. (as amended) (the "License Agreement");
and
2. the assignment, assumption and consent agreement relating to the License
Agreement, dated as of 14 May 2004 and also made between Powderject
Research Limited, Powderject Technologies Limited, AlgoRx Pharmaceuticals,
Inc. and AlgoRx Technologies, Inc. (the "Assignment Agreement").
I am writing to inform you that due to the reorganization of the UK subsidiaries
of Chiron Corporation, Powderject Research Limited will shortly be transferred
out of the Chiron group. Prior to this transfer Chiron is working to transfer
all substantially all of the assets of Powderject Research Limited to Chiron
Vaccine Holdings Limited, another member of the Chiron group. Such assets
include the rights, interests and benefits of PRL under Article 3 of the License
Agreement, including but not limited to, the right to receive from AlgoRx
Pharmaceuticals, Inc. royalties under Sections 3.1 and 3.2 of the License
Agreement, which rights were retained by PowderJect Research Limited under the
Assignment Agreement.
Accordingly please note that with effect from the date of this letter any
royalty payable to PowderJect Research Limited under Sections 3.1 and 3.2 of the
License Agreement shall be paid to:
Chiron Vaccine Holdings Limited
▇▇▇▇▇▇ House
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Can you please sign and return as soon as possible by facsimile (▇▇▇ ▇▇ ▇▇▇▇
4109 Attention: ▇▇▇▇ Hoechstoder) a copy of this letter is acknowledgement of
the above.
Yours sincerely,
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Company Secretary
Powderject Research Limited
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
------------------------------
Acknowledged for and on behalf of
AlgoRx Pharmaceuticals Inc. by:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Chief Executive Officer
Acknowledged for and on behalf of
AlgoRx Technologies Inc. by:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Chief Executive Officer
2