AMENDMENT TO LICENSE AGREEMENT
WHEREAS, IGI, INC., IGEN, INC., and IMMUNIGENETICS, INC (collectively Licensor ) and Ethicon, Inc.
(Ethicon), entered into a License Agreement of the 28th day of August, 1998, in the Field of skin care products
containing active ingredients comprising retinoids or formulations, and any variations or improvements thereof, of
microencapsulated petrolatum having a viscosity no greater than 10,000 centipoise excluding the use of urea as a
moisturizing agent (a copy of which License Agreement is attached hereto);
WHEREAS, Licensor and Ethicon wish to modify the License Agreement pursuant to Article 9.08 thereof;
NOW THEREFORE, in exchange for valuable consideration, the receipt of which is hereby acknowledged by
Licensor and Ethicon, Licensor and Ethicon agree to modify the License Agreement as set forth herin below.
1. The requirement of Ethicon, Inc. to pay Minimum Remuneration pursuant to Articles 3.02.1-3.02.4 is hereby
terminated with respect to any Minimum Remuneration which may have accrued as of the date of this
Amendment and which has not been paid as of such date. Notwithstanding the above, Ethicon shall not be
entitled to repayment or reimbursement of any Minimum Remuneration paid pursuant to Article 3.02.1 prior to
the date of this Amendment.
2. The license granted to Ethicon in Article 2.01 is hereby converted to a non-exclusive, royalty bearing (pursuant
to Article 3.01.2 of the License Agreement), worldwide right and license, provided that: such license shall remain
exclusive within Japan, subject to the following provisions and to the payment of Royalties pursuant to Article
3.01.2 of the License Agreement:
2.1 For a period of one (1) year after the date of the first Commercial Sale of Licensed Product in Japan, the
exclusive license provided hereunder shall be non-terminable by Licensor. Ethicon shall not be required to
provide or meet any minimum sales target for sales in Japan in the first year nor to pay any Minimu