Amendment No. 5 to License Agreement - Elan Pharma International Limited



 Exhibit 10.91 
 OCTOBER, 23 2009 
  
 ELAN PHARMA INTERNATIONAL LIMITED 
 AND 
 JPI COMMERCIAL, LLC 
  
 AMENDMENT NO. 5 
 TO THE DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT OF 
 22 DECEMBER 1997 
  
 Luvox CR® (fluvoxamine maleate) 
 Worldwide 







 THIS AMENDMENT No. 5 AGREEMENT, dated October 23, 2009, is effective as of
December 16, 2008 (the “Amendment No 5 Agreement”) 
 BETWEEN: 
  

	(1)	Elan Pharma International Limited, a company incorporated under the laws of Ireland, and having its registered office at Monksland, Athlone, County Westmeath,
Ireland (“Elan”); and 

  

	(2)	JPI Commercial, LLC, a Delaware limited liability company having a place of business at 3180 Porter Drive, Palo Alto, CA 94304, USA (“JPI”).


 RECITALS: 
  

	(A)	Elan Corporation plc., an Elan affiliate, and Solvay Pharmaceuticals, Inc. entered into an development, license and supply agreement dated 22 December 1997, which
has been subsequently amended by Amendment No. 1 dated March 1, 1999, Amendment No. 2 dated 13 April 2000, Amendment No. 3 dated 7 November 2006 and Amendment No. 4 to the License Agreement dated 26 October
2007 (collectively the “License Agreement”). 

  

	(B)	On 31 December 2006, Elan Corporation plc assigned all of its rights and obligations under the License Agreement to Elan, and Elan as assumed said rights and
obligations. 

  

	(C)	On 31 January 2007, Solvay Pharmaceuticals, Inc. assigned all of its rights and obligations under the License Agreement to Jazz Pharmaceuticals, Inc., the parent
company of JPI. 

  

	(D)	On 14 March 2008, Jazz Pharmaceuticals Inc. assigned all of its rights and obligations under the License Agreement to JPI, a wholly-owned subsidiary of Jazz
Pharmaceuticals Inc., and JPI as assumed said rights and obligations. Jazz Pharmaceuticals Inc. and JPI confirm that (i) this assignment has had no withholding tax implications for Jazz Pharmaceuticals or JPI, (ii) no tax has been withheld
by Jazz Pharmaceuticals or JPI to date as a result of this assignment, and (iii) JPI does not anticipate withholding tax in the future as a result of this assignment. 

  

	(E)	The Parties wish to enter into this Amendment No 5 to the License Agreement to further clarify and confirm the existing Elan Patent Rights that have been granted to JPI
under the License Agreement. 








 All capitalized terms used in this Amendment Agreement shall have the same meanings as are assigned thereto
in the License Agreement, except where expressly provided to the contrary in this Amendment Agreement. 
 NOW IT IS HEREBY AGREED AS
FOLLOWS: 
  

	1	Amendment to the License Agreement: 

 Elan and JPI hereby agree that the License Agreement shall be amended as follows: 
 a. by deletion of Part I only of Appendix A of the License Agreement and the substitution therefor of the following: 
 PART 1 
 ELAN PATENT RIGHTS 
 United States of America Patent and Patent Application Numbers 
 4,609,542 
 4,610,875 
 4,726, 951 
 4,769,236 
 5,051,262 
 7,465,462 
 2008/0206335 
  


	2.	Except as expressly modified herein, all other terms and conditions of the License Agreement remain unchanged and continue to be in full force and effect.


  

	3.	This Amendment No. 5 Agreement shall be governed by and construed in accordance with Georgia law, without regard to conflict of laws principles. Any
disputes arising between the parties relating to this Amendment No. 5 Agreement shall be resolved and settled in accordance with the License Agreement. 

 *** *** *** 







 IN WITNESS of which the parties have executed this Amendment No. 5 Agreement.

 Executed by JPI Commercial, LLC 
  

			
		
	By:	 	/S/    BOB
MYERS        
	Name:	 	Bob Myers
	Title:	 	President

 Executed by Elan Pharma International Limited 

			
		
	By:	 	/S/    WILLIAM
DANIEL        
	Name:	 	William Daniel
	Title:	 	Director