patheon_amendmentno3toma






AMENDMENT NO. 3 TO MANUFACTURING AND COMMERCIAL SUPPLY AGREEMENT  This Amendment No. 3 to Manufacturing and Commercial Supply Agreement (“Amendment  No. 3”) is dated as of July 1, 2022 (the “Amendment No. 3 Effective Date”) and is entered into  between Patheon Austria GmbH & Co KG, with its principal offices located at St. Peter Strasse  25, A-4020 Linz, Austria (“Patheon”), and Tricida, Inc., a Delaware corporation, with its principal  offices located at 7000 Shoreline Court, Suite 201, South San Francisco, CA 94080 (“Tricida”),  in order to amend the Manufacturing and Commercial Supply Agreement between the parties  dated as of October 4, 2019, as amended by Amendment No. 1 dated March 30, 2021 and  Amendment No. 2 dated August 26, 2021 (collectively, the “Agreement”). Each of Patheon and  Tricida are sometimes referred to herein as “Party” or “Parties”.  WHEREAS, following the  of the , the Parties wish to further  modify the obligations of the Parties under the Agreement as set forth herein.  NOW, THEREFORE, the Parties hereby agree as follows:  1. .  Prior to the  of the , Patheon will   in order to  .  Patheon shall  related to the , except Tricida shall bear  for  and . For clarity,  . Following  , the technical teams of both Parties will jointly .  The  .   other  will be  during the  without mutual written agreement of the parties.  2. .  The  will  be  .  For the sake of clarity, .  will be   under Amendment 3.  will be in  accordance with the Quality Agreement and Section 6 of the Agreement.  3. .  a. .  Following  of the  described in Section 1 above, and  described in Section 2 of this Amendment No. 3, the   listed in Appendix 2)  .  Patheon will  .  





 






  Page 2 of 7  Tricida – Patheon – Amendment 3 to Manufacturing and Commercial Supply Agreement  b. .  Following  described in  Section 3(a) above, Patheon will    and the .  Patheon will   and .    c. .  In  of the  of Tricida and   of Patheon for ,  Tricida agrees to  the Product Warranty that  Patheon  in the  and   to Tricida on a  as set forth in the  Agreement. Patheon will  in order to    contemplated by this Amendment No. 3.  The    for           , without mutual written agreement of the  Parties.  The         .  d. .  i. .  Tricida will pay   , meaning the       .    ii. .  As set  forth in Exhibit E to the Agreement, Tricida will pay    Product delivered   Product ,    set forth in  Section 2 of Exhibit E, for a    Product delivered  Product .  iii. .  Tricida will pay  for the     of all Product at the .  iv. . In  to the , Tricida  will  to Patheon at the    based on the   , as described in Appendix 1.  The   will be based on   .  For the  sake of clarity, Tricida will pay the   





 






  Page 3 of 7  Tricida – Patheon – Amendment 3 to Manufacturing and Commercial Supply Agreement    .   v. Waste Disposal.  Tricida will pay  for    that are   .  vi. .  The  to Patheon for   shall not   .  4.   .  Following the  and on the basis of   , the Parties will meet and discuss in good faith the        .  To the extent the Parties reach  agreement on a   , any such  shall  be performed at  as set forth in Section 5.11(g) of the Agreement based on reasonable  documentation.  If the Parties are unable to reach agreement on      or the   , the      described in Section 2 of Exhibit E to the  Agreement).  For the sake of clarity, the  will be as set forth  in the Agreement for the  Product ordered      Product, and the  to Patheon  for  shall be the amount set forth in the Purchase Order.  As an example, if  Tricida submits a Purchase Order for , the    for Product delivered will be   , and the  to Patheon for the  Purchase Order  would be .   5. Amendment No. 2.  The Parties agree that the , and no   under the   , or Amendment No. 2.  The  of the Parties under section 1(a) and 1(d)  of Amendment No. 2 .  6. .  Patheon will use commercially reasonable efforts to    from suppliers acceptable to both parties and to   . The Parties will    to  and      following written agreement by both Parties in the  event that .  7. . A   will be paid by Tricida. Patheon has the   to  at its discretion at any time between   . The  will be  within  from  of invoice.   





 






  Page 4 of 7  Tricida – Patheon – Amendment 3 to Manufacturing and Commercial Supply Agreement  8. Miscellaneous. All capitalized terms used herein that are not otherwise defined shall have the  meaning given to them in the Agreement.  All references to Sections and Exhibits shall refer  to Sections and Exhibit to the Agreement unless otherwise specifically stated. Except as  expressly amended above, all the terms and conditions of the Agreement remain unchanged  and in full force and effect.  The Agreement, as amended by this Amendment No. 3, contains  the entire understanding of the Parties with respect to the subject matter hereof.  This  Amendment No. 3 may be executed in counterparts, each of which shall be deemed an  original, and all of which, taken together, shall constitute one and the same agreement.  No  modification, amendment, or waiver of this Amendment No. 3 will be effective unless in writing  and executed and delivered by the Parties.  [Signature Page Follows]       





 






Page 5 of 7  Tricida – Patheon – Amendment 3 to Manufacturing and Commercial Supply Agreement  IN WITNESS THEREOF, the Parties have entered into this Amendment No. 3 as of the  Amendment No. 3 Effective Date.  PATHEON AUSTRIA GMBH & CO KG TRICIDA, INC.  By: /s/ Michael Stanek______________ By: /s/ Gerrit Klaerner____________ Name: Michael Stanek______________ Name: Gerrit Klaerner____________ Title: VP Commercial Operations API__ Title: CEO_____________________ By: /s/ Klaus Hilber________________ Legal Review: __________________  Name: Klaus Hilber________________ Finance Review: ________________  Title: Global Lead Counsel DSD           





 






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