Exhibit 10.7

 

AMENDMENT TO EQUIPMENT FUNDING AGREEMENT

 

This AMENDMENT TO EQUIPMENT FUNDING AGREEMENT (this “Amendment”), is entered into as of 8th day of January, 2013 (“Effective Date”) by and between NuPathe Inc., a Delaware corporation with its principal place of business at 227 Washington Street, Suite 200, Conshohocken, PA 19428 USA (“NuPathe”) and LTS LOHMANN Therapie-Systeme AG, a German corporation with its principal place of business at Lohmannstr. 2, 56626 Andernach, Germany (“LTS”).  Each of NuPathe and LTS shall be a “Party,” and together shall be referred to as the “Parties.”

 

RECITALS

 

WHEREAS, LTS and NuPathe entered into an Equipment Funding Agreement effective as of June 1, 2010 (the “Equipment Funding Agreement”) pursuant to which NuPathe agreed to fund the purchase of certain Commercial Equipment and reimburse LTS for the cost of certain Installation Activities necessary for the manufacture of Commercial Components under the Manufacturing Agreement;

 

WHEREAS, capitalized terms not defined herein have the meanings set forth in the Equipment Funding Agreement;

 

WHEREAS, in order to manufacture Commercial Components under the Manufacturing Agreement, the purchase of additional commercial equipment as set forth on Annex 1 (the “Additional Commercial Equipment”) and the Installation Activities with respect to such Additional Commercial Equipment (the “Additional Installation Activities”) are necessary; and

 

WHEREAS, NuPathe is willing to fund the purchase of the Additional Commercial Equipment and reimburse LTS for the costs of  the Additional Installation Activities in accordance with the terms of this Amendment;

 

NOW THEREFORE, NuPathe and LTS, in consideration of the mutual agreements and covenants hereinafter contained, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, do each hereby agree, as hereinafter set forth:

 

1.              LTS and NuPathe agree that a) LTS shall purchase and NuPathe shall pay for, the Additional Commercial Equipment and b) LTS shall perform, and NuPathe shall pay for, the Additional Installation Activities, all in the same manner and upon the same terms and conditions as was agreed to with respect to the funding of the Commercial Equipment and Installation Activities under the Equipment Funding Agreement.

 

2.              All terms and conditions of the Equipment Funding Agreement shall apply with respect to the Additional Commercial Equipment and Additional Installation Activities in the same manner as the Commercial Equipment and Installation Activities, except as explicitly set forth herein.  To the extent there is any inconsistency

 

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between this Amendment and the Equipment Funding Agreement, this Amendment shall control.

 

3.              The Requirements for the Additional Commercial Equipment are as set forth on Annex 2.

 

4.              The payment schedule for the purchase of the Additional Commercial Equipment and the Installation activities shall be as set forth on Annex 3 hereto.

 

IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this Amendment as of the Effective Date.

 

 

	
LTS LOHMANN Therapie-Systeme AG
    	
 
    	
NuPathe Inc.
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Ulrich Relaff Klauch Haczkiewick
    	
 
    	
By:
    	
/s/   Terri B. Sebree
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
Ulrich   Relaff Klauch Haczkiewick
    	
 
    	
Name:
    	
Terri   B. Sebree
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
General   Counsel, Head of BD
    	
 
    	
Title:
    	
President
    


 

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ANNEX 1

ADDITIONAL COMMERCIAL EQUIPMENT

 

E-Patch Line Upgrade

 

Commercial Reservoir Upgrade

 

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ANNEX 2

PERFORMANCE REQUIRMENTS

 

E-patch Line:  5 million units annually

 

Drug Reservior Line:  5 million units annually

 

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ANNEX 3

PAYMENT SCHEDULE

 

Annex 3. Payment Schedule ( Jan. 2013)

 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Spalte4
    	
 
    	
Spalte5
    	
 
    	
Spalte6
    	
 
    	
Spalte7
    	
 
    	
Spalte8
    	
 
    	
Spalte9
    	
 
    	
Spalte10
    	
 
    
	
Spalte1
    	
 
    	
Spalte2
    	
 
    	
Spalte3
    	
 
    	
Months 1
    	
 
    	
Months 2
    	
 
    	
Month 3
    	
 
    	
Months 4
    	
 
    	
Months 5
    	
 
    	
Months 6
    	
 
    	
Months 7
    	
 
    
	
Total Cost (€)
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
E   Patch Line upgrade
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Punching Toll
    	
 
    	
79000
    	
 
    	
31600
    	
 
    	
 
    	
 
    	
 
    	
 
    	
47400
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Modificaton Punching   Station
    	
 
    	
10000
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
10000
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Spare parts
    	
 
    	
20000
    	
 
    	
8000
    	
 
    	
 
    	
 
    	
 
    	
 
    	
12000
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Commercial   Reservoir line upgrade
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Line upgrade new design
    	
 
    	
214000
    	
 
    	
85600
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
128400
    	
 
    
	
 
    	
 
    	
De- and reinstaliation,   transport,
    	
 
    	
43000
    	
 
    	
21500
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
21500
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Hole Punch Station
    	
 
    	
119000
    	
 
    	
47600
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
71400
    	
 
    
	
 
    	
 
    	
Enginering
    	
 
    	
20000
    	
 
    	
10000
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
10000
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Total Costs
    	
 
    	
505000
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Monthly Costs
    	
 
    	
 
    	
 
    	
204300
    	
 
    	
 
    	
 
    	
 
    	
 
    	
69400
    	
 
    	
 
    	
 
    	
21500
    	
 
    	
209800
    	
 
    


 

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