This Is An Amendment Agreement - JAVELIN PHARMACEUTICALS, INC - 3-30-2005

					EXHIBIT 10.3.2 THIS IS AN AMENDMENT AGREEMENT (the "Amendment Agreement"), dated as of February 8, 2005 among West Pharmaceutical Services, Inc., a Pennsylvania corporation, ("WPS") its wholly owned subsidiary West Pharmaceutical Services Drug Delivery & Clinical Research Centre Ltd., a corporation organized under the laws of England and Wales, (together with WPS, the "West Group") and Innovative Drug Delivery Systems, Inc., a Delaware corporation ("IDDS"). BACKGROUND The West Group and IDDS are parties to a License Agreement, dated as of August 25, 2000, as amended (the "Umbrella License Agreement"). In connection with the assignment of the Umbrella License Agreement in connection with the sale of the West Group's drug delivery business, the parties have agreed to further amend the Umbrella License Agreement. In consideration of IDDS's consent to the assignment, and intending to be legally bound hereby, the parties agree as follows: 1. Section 6.2.2 of the Umbrella License Agreement is hereby amended to read in its entirety as follows: "a summary balance sheet for the previous year; provided, however, that this Section 6.2.2 shall be deemed to be satisfied so long as the information to be furnished is readily available to West or any successor or assign (including Archimedes Pharma Limited) on the U.S. Securities and Exchange Commission's internet homepage or at the internet homepage of IDDS or its parent within the applicable time period required under this Section 6.2." 2. Except as expressly set forth above, the Umbrella License Agreement shall continue in full force and effect without further amendment. 3. This Amendment Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof, and supersedes all written or oral prior agreements or understanding with respect thereto. This Amendment Agreement may be executed in counterparts and shall be governed by the laws of the Commonwealth of Pennsylvania without regard to the conflicts of laws principles thereof. [SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in duplicate by their respective duly authorized officers. INNOVATIVE DRUG DELIVERY SYSTEMS, INC. By: _________________________________________ Name: Title: WEST PHARMACEUTICAL SERVICES, INC. By: _________________________________________ Name: John R. Gailey III Title: Vice President WEST PHARMACEUTICAL SERVICES DRUG DELIVERY & CLINICAL RESEARCH CENTRE LTD. By: _________________________________________ Name: Donald E. Morel, Jr. Title: Director 2

EXHIBIT 21 LIST OF REGISTRANT'S ACTIVE SUBSIDIARIES NAME STATE OF INCORPORATION OWNERSHIP Innovative Drug Delivery Systems, Delaware 100% Inc. Innovative Drug Delivery Systems (UK) United Kingdom 100% Limited* * owned by Innovative Drug Delivery Systems, Inc.

EXHIBIT 31.1 CERTIFICATION I, Fred H. Mermelstein, President and Chief Executive Officer, certify that: 1. I have reviewed this annual report on Form 10-KSB of Intrac, Inc. (the "Company") 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report. 4. The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designated under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. 5. The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.
Date: March 28, 2005 /s/ Fred H. Mermelstein -----------------------------Fred H. Mermelstein President and Chief Executive Officer

EXHIBIT 31.2 CERTIFICATION I, Douglas A. Hamilton, Chief Operating Officer and Chief Financial Officer, certify that: 1. I have reviewed this annual report on Form 10-KSB of Intrac, Inc. (the "Company") 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report. 4. The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designated under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. 5. The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.
Date: March 28, 2005 /s/ Douglas A. Hamilton --------------------------------Douglas A. Hamilton Chief Operating Officer and Chief Financial Officer

EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Intrac, Inc. (the "Company") on Form 10-KSB for the period ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Fred H. Mermelstein, President and Chief Executive Officer, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act, that: (1) The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Fred H. Mermelstein ------------------------------------Fred H. Mermelstein President and Chief Executive Officer March 28, 2005

A signed original of this written statement required by Section 906 has been provided to Intrac, Inc. and will be retained by Intrac, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Intrac, Inc. (the "Company") on Form 10-KSB for the period ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Douglas A. Hamilton, Chief Operating Officer and Chief Financial Officer, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act, that: (1) The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Douglas A. Hamilton ---------------------------------Douglas A. Hamilton Chief Operating Officer and Chief Financial Officer March 28, 2005

A signed original of this written statement required by Section 906 has been provided to Intrac, Inc. and will be retained by Intrac, Inc. and furnished to the Securities and Exchange Commission or its staff upon request


				
DOCUMENT INFO