Exhibit 10.13(d)


 


AMENDMENT


TO THE


LICENSE AND COLLABORATION AGREEMENT 


This Amendment
(the “Amendment”) entered into effective as of December 21, 2006 (the “Amendment
Effective Date”) to the License and Collaboration Agreement, effective as
of June 23, 2005 (the “License and Collaboration Agreement”), by and
between Alkermes, Inc. (“Alkermes”) and Cephalon, Inc. (“Cephalon”),
witnesseth that (capitalized terms used but not defined herein shall have the
meaning set forth in the License and Collaboration Agreement):


RECITALS:


WHEREAS, pursuant
to the License and Collaboration Agreement, the Parties agreed, among other
things, that, until December 31, 2007, Alkermes was responsible for cumulative
Distributable Losses up to One Hundred Twenty Million Dollars ($120,000,000)
and Cephalon was responsible for cumulative Distributable Losses in excess of
One Hundred Twenty Million Dollars ($120,000,000); and


WHEREAS, Alkermes
and Cephalon have now agreed to amend the terms and conditions governing
responsibilities for Distributable Losses for the period from August 1, 2006
through December 31, 2006.


NOW, THEREFORE, in
consideration of the premises and the mutual covenants and agreements set forth
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:


1.                                      Section
9.3 shall be amended and restated to read as follows:


“9.3                        Profit Sharing.  Subject to Sections 9.3.1, 9.3.2 and 9.3.3
below, Cephalon shall receive or pay, as applicable, [**] percent ([**]%) of
the Distributable Profit (Loss) for the Products with respect to sales in the
Territory, and Alkermes shall receive or pay, as applicable, [**] percent ([**]%)
of the Distributable Profit (Loss) for the Products with respect to sales in
the Territory, to be calculated and paid in accordance with the reconciliation
and payment provisions of Section 9.5.


9.3.1               Alkermes
Obligations. 
Notwithstanding the foregoing, but subject to Section 9.3.3, for the
period from the Effective Date until the later of (a) December 31, 2007 or (b)
the date eighteen (18) months after the first Regulatory Approval of a Product
in the Territory, Alkermes shall be responsible for the payment of monthly
Distributable Losses up to an aggregate amount equal to the Distributable Loss
Cap.  The “Distributable Loss Cap” shall
mean the sum of (i) cumulative Distributable Losses up to One Hundred Twenty 






**Portions of this exhibit have been omitted and have
been filed separately pursuant to an application for confidential treatment
filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under
the Securities Exchange Act of 1934, as amended.













Million Dollars ($120,000,000) paid by Alkermes (and not reimbursed by
Cephalon pursuant to Section 9.3.3) and (ii) Four Million Six Hundred Four
Thousand One Hundred Ninety-Eight Dollars ($4,604,198).


9.3.2               Cephalon
Obligations. 
Notwithstanding the foregoing, but subject to Section 9.3.3, for the
period from the Effective Date until the later of (a) December 31, 2007 or (b)
the date eighteen (18) months after the first Regulatory Approval of a Product
in the Territory, Cephalon shall be responsible for the payment of monthly
Distributable Losses exceeding, in the aggregate, the Distributable Loss Cap.


9.3.3               Distributable
Losses From August 1, 2006 to December 31, 2006.  Notwithstanding Sections 9.3.1 and 9.3.2,
Cephalon Incurred Shared Expenses for the period from August 1, 2006 to
December 31, 2006 shall be borne solely by Cephalon, shall be excluded from
cumulative Distributable Losses paid by Alkermes pursuant to Section 9.3.1 and
shall not count against the Distributable Loss Cap.  If, prior to the Amendment Effective Date,
any Cephalon Incurred Shared Expenses for the period from August 1, 2006 to
December 31, 2006 were included in any calculation of monthly Distributable
Losses for such period and paid by Alkermes to Cephalon in accordance with
Section 9.5(iii)(B), then promptly after the Amendment Effective Date Cephalon
shall reimburse such amounts to Alkermes and such amounts shall be excluded
from cumulative Distributable Losses paid by Alkermes pursuant to Section 9.3.1
and shall not count against the Distributable Loss Cap.  For the avoidance of doubt, Alkermes Incurred
Shared Expenses for the period from August 1, 2006 to December 31, 2006 shall
continue to be included in the calculation of monthly Distributable Losses for
the period from August 1, 2006 to December 31, 2006.”


2.                                      A
new Section 9.5(iv) shall be added to the License and Collaboration Agreement
and shall read as follows:


“Notwithstanding anything to the contrary herein, for
the period August 1, 2006 through December 31, 2006, Cephalon shall pay the
Cephalon Incurred Shared Expenses and shall reimburse Alkermes for the Cephalon
Incurred Shared Expenses paid to Cephalon by Alkermes as set forth in Section
9.3.3, and any such costs paid or reimbursed by Cephalon shall be excluded from
cumulative Distributable Losses paid by Alkermes pursuant to Section 9.3.1 and
shall not count against the Distributable Loss Cap.  For the avoidance of doubt, Alkermes Incurred
Shared Expenses for this period shall 



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continue to be included in the calculation of monthly
Distributable Losses.”


3.                                      Section
9.5(iii)(B) shall be amended and restated to read as follows:


“Except as set forth in Section 9.5(iv) and subject to
adjustment as set forth in 9.5(iii)(C) below, if there is a Distributable Loss
during any month in the period from the Effective Date until the later of (a)
December 31, 2007 or (b) the date eighteen (18) months after the first
Regulatory Approval of a Product in the Territory, then neither Party
individually shall have a profit during such month and Alkermes shall bear the
Distributable Loss as follows:”


4.                                      Section
9.5(iii)(C) shall be amended and restated to read as follows:


“If the cumulative Distributable Loss paid by Alkermes
(and not reimbursed by Cephalon pursuant to Section 9.3.3) from all months in
which there is a Distributable Loss, during the period from the Effective Date
until the later of (a) December 31, 2007 or (b) the date eighteen (18) months
after the first Regulatory Approval of a Product in the Territory, exceeds the
Distributable Loss Cap, then the amounts payable to Cephalon under Section
9.5(iii)(B) above shall be reduced and/or the amounts payable by Cephalon under
Section 9.5(iii)(B) above shall be increased, as applicable, so that Cephalon
bears the amount of such cumulative Distributable Loss in excess of the
Distributable Loss Cap.”


5.                                      Except
as specifically amended herein, all provisions of the License and Collaboration
Agreement shall remain in full force and effect in accordance with their
terms.  In the event of a conflict
between the provisions of the License and Collaboration Agreement and those of
this Amendment, this Amendment shall control. 
This Amendment, together with the License and Collaboration Agreement,
represents the entire agreement between the Parties regarding the subject
matter hereof, and there are no prior or contemporaneous written or oral
promises or representation relating to this subject not incorporated herein,
including the Binding Term Sheet between the Parties dated October 17,
2006.  No amendment or modification of
the terms and conditions of this Amendment shall be binding on either Party
unless reduced to a writing referencing this Amendment and signed by an
authorized officer of the Party to be bound.


6.                                      This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original for all purposes, but all of which together shall constitute
one and the same instrument.  This
Amendment may be executed 



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and delivered by facsimile and upon such delivery the
facsimile signature will be deemed to have the same effect as if the original
signature had been delivered to the other Party.


7.                                      This
Amendment shall be governed by and construed in accordance with the Laws of the
State of Delaware (other than its choice of law principles).


[Signature page follows]



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IN WITNESS
WHEREOF, each of the Parties has caused this Amendment to be executed and
delivered by its duly authorized representatives to be effective as of the date
set forth above.


	
  ALKERMES, INC.

  	
  CEPHALON,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Michael Landine

  	
   

  	
  By:

  	
  /s/ J. Kevin Buchi

  	
   

  
	
  Name:

  	
  Michael Landine

  	
  Name:

  	
  J. Kevin Buchi

  
	
  Title:

  	
  Vice President

  	
  Title:

  	
  Executive Vice President & CFO