EXHIBIT
10.38(b)


 


AMENDMENT NO. 2 TO MANUFACTURING AGREEMENT


 


BETWEEN


 


ABBOTT LABORATORIES AND RELIANT PHARMACEUTICALS, INC.


 


THIS SECOND AMENDMENT TO MANUFACTURING
AGREEMENT (this “Second Amendment”) is made as of this            
day of December 2005 by and between Reliant Pharmaceuticals, Inc., a Delaware
corporation (“Buyer”) and Abbott Laboratories (“Seller”).


 


WHEREAS, Buyer and
Abbot GmbH & Co. KG entered into that certain Manufacturing Agreement
(hereinafter the “Agreement”) effective as of December 3, 2003, as amended;


 


WHEREAS, pursuant to
Amendment No. 1 to Manufacturing Agreement, dated February 8, 2005, amongst
other things, Abbot GmbH & Co. KG assigned all of its rights title and
interest in the Agreement to Seller; and


 


WHEREAS, Sections
6.1 (b) and (c) of the Agreement contemplated the conditions under which Buyer
could exercise its option to extend the Term of the Agreement for the
manufacture of Rythmol® SR; and


 


WHEREAS, Buyer and
Seller desire to modify the Agreement, including Sections 2.3 (a) and (b) and
Sections 6.1 (b) and (c);


 


NOW,  THEREFORE, for and in consideration of the premises and the
mutual covenants and agreements herein contained, the parties hereto, intending
to be legally bound, hereby agree as follows:


 


1.                                       Incorporation of the Agreement. All words and phrases, when
capitalized and used in this Second Amendment, shall have the meanings either
as defined in the Agreement or in this Second Amendment. To the extent any
terms and provisions of the Agreement are inconsistent with the modifications
set forth in Paragraph 2 below, such terms and provisions shall be deemed
superseded by this Second Amendment.


 


2.                                       Amendment of the Agreement.


 


a.                                       Section 2.3 (a) is modified as
follows:


 


In the seventh line of the Section, “(Whippany,
New Jersey, USA)” is deleted and “Seller’s Manufacturing Plant, located in
either Ludwigshafen, Germany or Whippany, NJ (USA), respectively” inserted in
lieu thereof.


 


b.                                      Section 2.3 (b) of the Agreement is
deleted in its entirety and following inserted in lieu thereof: 


 


1

















 


Purchase Price Adjustments. For each Contract Year commencing
January 1, 2006, the Seller shall be allowed to adjust the Purchase Price for
each Product to be effective for such Contract Year based on the most recent
available final Producers’ Price Index for Pharmaceutical Products as published
by the Bureau of Labor Statistics Index:  PPI325412325412 or any government successor
thereof (“PPI”) mutually agreed to between the parties, for product
produced and/or packaged in the United States, and based on the most recent
available Consumer Price Index for Germany (“German-CPI”) for product produced
and/or packaged in Germany http://www.destatis.de/indicators/e/vpi001ae.htm using
the procedure set forth in Exhibit 1.16 attached hereto. For each
Contract Year in which Seller is entitled to adjust the Purchase Price pursuant
to this Section 2.3(b), Seller shall provide Buyer with written notice
of any change in the Purchase Price within ten (10) Business Days after October
lst of the prior Contract Year. For the avoidance of doubt, the
Parties agree that the Purchase Price shall be subject to adjustment hereunder
not more than once per Contract Year.


 


c.                                       Section 6.1 (a) of the Agreement is
modified as follows:


 


The end of the Initial Term is changed from
December 31, 2008 to December 31, 2010.


 


d.                                      Section 6.1 (b) and 6.1 (c) of the
Agreement are deleted in their entirety and the following are inserted in lieu
thereof:


 


(i)                                          The Seller shall have no obligation
to Manufacture, sell and deliver to Buyer Rythmol®IR EXW Seller’s Manufacturing
Plant, Whippany, New Jersey, USA after December 31, 2008.


 


(ii)                                       The Seller shall have no obligation
for Rythmol®SR capsule packaging at Seller’s Manufacturing Plant, Whippany, New
Jersey, USA after December 31, 2008.


 


(iii)                                    The Buyer shall be obligated to
Purchase and the Seller shall be obligated to manufacture Rythmol®SR in bulk,
including microtab and encapsulation thereof, sell and deliver to Buyer EXW
Seller’s Manufacturing Plant, Ludwigshafen, Germany through December 31, 2010.


 


(iv)                                   By mutual written agreement at least
twelve (12) months prior to the end of the Initial Term, the parties may extend
the Term of the Agreement and therefore the obligations set forth in paragraph
(iii) above for a period of time to be determined by the parties.


 


2

















 


(v)                                      On the date that Manufacture ceases
at the Seller’s Manufacturing Plant, Whippany, New Jersey, Buyer shall assume
all responsibility for existing and future stability studies of the Product.


 


3.                                       Generally. Sections indirectly affected by
the aforementioned modifications shall be read so as to be consistent with this
Amendment; all Sections not affected shall remain in force unchanged and shall
be binding upon the parties hereto.


 


4.                                       Effectuation. This Amendment shall be deemed
effective immediately upon the full execution of this Amendment and without any
further action required by the parties hereto. There are no conditions
precedent or subsequent to the effectiveness of this Amendment.


 


5.                                       Counterparts, Facsimile. This Amendment may be executed in
two or more counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same instrument. One or more
counterparts of this Amendment may be delivered by facsimile with the intention
that delivery by such means shall have the same effect as delivery of an
original counterpart hereof.


 


6.                                       Governing Law. This Amendment will be governed by
and construed in accordance with the substantive law of the State of Illinois,
without regard to the conflicts of law provisions thereof, and any dispute
arising out of or in connection with this Amendment shall be governed by the
alternative dispute resolution provisions of Exhibit 8.8 of the Agreement.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Amendment No. 2 to Manufacturing Agreement on the date first
above written.


 


 


	
  Reliant
  Pharmaceuticals, Inc.

  	
   

  	
  Abbott
  Laboratories

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mike L.
  McGibbon

  General Manager, Pharma

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  	
   

  	
  Date

  
					



 


3

















 


EXHIBIT A


 


Revised Schedule 1.16 to the Agreement


 


[See Attached]


 


4

















 


Reliant
Supply Agreement

Exhibit 1.16 – For 2006


 


Commercial
Product Pricing


 


	
  Product

  	
   

  	
  List-

  Label-

  Size

  	
   

  	
  List-

  Tuc-

  Sales

  Size

  	
   

  	
  SAP

  Product #

  	
   

  	
  Package

  	
   

  	
  Standard

  Mfg Lot

  Size

  (units)

  	
   

  	
  Standard

  Finished

  Lot Size

  (units)

  	
   

  	
  2006

  Selling

  Price

  	
   

  
	
  Rythmol SR22SMg 100 Tab Btl (A)

  	
   

  	
  6134-04-13

  	
   

  	
  [***]

  	
   

  	
  259524

  	
   

  	
  100 Tab Btl

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Rythmol SR225Mg 60 Tab Btl (A)

  	
   

  	
  6134-04-60

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  60 Tab Btl

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Rythmol SR225Mg Sample

  	
   

  	
  6134-04-06

  	
   

  	
  [***]

  	
   

  	
  259530

  	
   

  	
  1x6

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Rythmol SR225Mg 100 Tab HUD (A)

  	
   

  	
  6134-04-11

  	
   

  	
  [***]

  	
   

  	
  259527

  	
   

  	
  100 Tab HUD

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Rythmol SR325Mg 100 Tab Btl (A)

  	
   

  	
  6135-04-13

  	
   

  	
  [***]

  	
   

  	
  259525

  	
   

  	
  100 Tab Btl

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Rythmol SR325Mg 60 Tab Btl (A)

  	
   

  	
  6134-04-60

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  60 Tab Btl

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Rythmol SR325Mg Sample

  	
   

  	
  6135-04-06

  	
   

  	
  [***]

  	
   

  	
  259531

  	
   

  	
  1x6

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Rythmol SR325Mg 100 Tab HUD (A)

  	
   

  	
  6135-04-11

  	
   

  	
  [***]

  	
   

  	
  259528

  	
   

  	
  100 Tab HUD

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Rythmol SR425Mg 100 Tab Btl (A)

  	
   

  	
  6136-04-13

  	
   

  	
  [***]

  	
   

  	
  259526

  	
   

  	
  100 Tab Btl

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Rythmol SR425Mg 60 Tab Btl (A)

  	
   

  	
  6136-04-60

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  60 Tab Btl

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Rythmol SR425Mg Sample

  	
   

  	
  6136-04-06

  	
   

  	
  [***]

  	
   

  	
  259532

  	
   

  	
  1x6

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Rythmol SR42Mg 100 Tab HUD (A)

  	
   

  	
  6136-04-11

  	
   

  	
  [***]

  	
   

  	
  259529

  	
   

  	
  100 Tab HUD

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
  Rythmol SR225Mg Bulk Capsules

  	
   

  	
  6134

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  	
  Per 1,000 capsules

  (Packed in Box-28,000)

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]€

  	
   

  
	
  Rythmol SR325Mg Bulk Capsules

  	
   

  	
  6135

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  	
  Per 1,000 capsules

  (Packed in Box-18,500)

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]€

  	
   

  
	
  Rythmol SR425Mg Bulk Capsules

  	
   

  	
  6136

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  	
  Per 1,000 capsules

  (Packed in Box-14,500)

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]€

  	
   

  
	
  Rythmol 150Mg 100 Tab Btl (A)

  	
   

  	
  1628-04-13

  	
   

  	
  [***]

  	
   

  	
  259284

  	
   

  	
  100 Tab Bottle

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Rythmol 150Mg 100 Tab HUD (A)

  	
   

  	
  1628-04-11

  	
   

  	
  [***]

  	
   

  	
  259287

  	
   

  	
  100 Tab HUD

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Rythmol 225Mg 100 Tab Btl (A)

  	
   

  	
  1732-04-13

  	
   

  	
  [***]

  	
   

  	
  259285

  	
   

  	
  100 Tab Bottle

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Rythmol 225Mg 100 Tab HUD (A)

  	
   

  	
  1732-04-11

  	
   

  	
  [***]

  	
   

  	
  259288

  	
   

  	
  100 Tab HUD

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Rythmol 300Mg 100 Tab Btl (A)

  	
   

  	
  1831-04-13

  	
   

  	
  [***]

  	
   

  	
  259286

  	
   

  	
  100 Tab Bottle

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Rythmol 300Mg 100 Tab HUD (A)

  	
   

  	
  1831-04-11

  	
   

  	
  [***]

  	
   

  	
  259289

  	
   

  	
  100 Tab HUD

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rythmol 150Mg 100 Tab Btl

  	
   

  	
  1628-04-15

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  	
  100 Tab Bottle

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Rythmol 150Mg 100 Tab HUD

  	
   

  	
  1628-04-16

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  	
  100 Tab HUD

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Rythmol 225Mg 100 Tab Btl

  	
   

  	
  1732-04-15

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  	
  100 Tab Bottle

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Rythmol 225Mg 100 Tab HUD

  	
   

  	
  1732-04-16

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  	
  100 Tab HUD

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Rythmol 300Mg 100 Tab Btl

  	
   

  	
  1831-04-15

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  	
  100 Tab Bottle

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Rythmol 300Mg 100 Tab HUD

  	
   

  	
  1831-04-16

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  	
  100 Tab HUD

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
																		



 


Hourly Rates for Resources Not in Standard


 


	
   

  	
   

  	
  Charge

  	
   

  	
  Billing

  	
   

  
	
  Area

  	
   

  	
  Rate

  	
   

  	
  Rate

  	
   

  
	
  Analytical Laboratories

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Analytical Research

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Document Center

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Engineering

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Label Control

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Product Development

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Regulatory Affairs

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Stability Admin

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Technical Operations

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  



 






	
  [***]:

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

  



 


Rev A to add bulk SR Capsule
prices


 


NOTE:  Due to varying potency of the active, the
batch sizes and capsules per box are approximations.


 


	
  Accepted by:

  	
   

  	
   

  	
  Accepted by:

  
	
   

  	
   

  	
   

  	
   

  
	
  Abbott Laboratories

  	
  Dated

  	
   

  	
  Reliant Pharmaceuticals

  
	
   

  	
   

  	
   

  	
   

  
	
  Michael L. McGibbon

  	
   

  	
   

  	
   

  
	
  General Manager, Pharma

  	
   

  	
   

  	
   

  
	
  Updated: 12/14/2005

  



 


6