Exhibit 10.30


Confidential
Materials omitted and filed separately with the


Securities and Exchange Commission. Asterisks denote
omissions.


AMENDMENT NO. 1 TO THE
MANUFACTURING SERVICES AGREEMENT


THIS AMENDMENT (the “Amendment”) to the Manufacturing Services
Agreement is made as of July 18, 2005 by and between Patheon Inc. (“Patheon”), having its principal office at
7070 Mississauga Road, Mississauga, Ontario, Canada, L5N 7J8 and Sepracor Inc.
(“Sepracor”), having its principal
office at 84 Waterford Drive, Marlborough, Massachusetts 01752, U.S.A.


WHEREAS
Patheon and Sepracor entered into a Manufacturing Services Agreement dated
March 1, 2004 (the “Agreement”);
and


WHEREAS
the parties wish to amend Schedules A and B to the Agreement as of January 27,
2005 (the “Amendment Effective Date”).


NOW,
THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:


1.                                       The
parties hereby agree that the Agreement shall be amended, as of the Amendment
Effective Date, as set forth herein. 
Unless otherwise defined herein, all capitalized terms used in this
Amendment shall have the respective meanings ascribed thereto in the Agreement.


2.                                       Schedule A
to the Agreement is hereby deleted and replaced with Schedule A attached
hereto.


3.                                       Schedule B
to the Agreement is hereby deleted and replaced with Schedule B attached
hereto.


Except as set forth
herein, all other terms and conditions of the Agreement shall remain in full
force and effect for the term thereof. 
In the event of any conflict between this Amendment and the Agreement,
the terms of this Amendment shall control. 
Upon execution, the Agreement and this Amendment shall be deemed to constitute
the entire Agreement.


IN
WITNESS WHEREOF, the parties have caused this Amendment to be
executed by duly authorized representatives on the dates set forth below.


	
  PATHEON INC.

  	
  SEPRACOR INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Riccardo Trecroce

  	
   

  	
  By:

  	
    /s/ Walter Piskorski

  	
   

  
	
   

  	
  Name:  Riccardo Trecroce

  	
   

  	
  Name:  Walter Piskorski

  
	
   

  	
  Title:  General Counsel and Sr. Vice

  	
   

  	
  Title:  VP MFG OPS

  	
  8/1/05

  
	
   

  	
  President, Admin.

  	
   

  	
   

  	
   

  
							



 












SCHEDULE A

PRODUCT SPECIFICATIONS


Copies of the finished
Product specifications, packaging specifications and shipping requirements for
each Product are attached hereto, which specifications are current as of the
Commencement Date and are subject to change in accordance with the terms of
this Agreement.


Eszoplicone Tablets
(trade name:  “Lunesta”; formerly “Estorra”)


	
  DESCRIPTION

  	
   

  	
  PART NUMBER

  	
   

  	
  SPECIFICATION

  
	
  API

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  Client specifications

  Client specifications

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Excipients

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  USP/NF/EP/JPE

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  NF/USP

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  USP/Client specifications

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  USP/NF/EP/JP/Harmonized

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  USP/NF/EP/JP

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  USP/Client specifications

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  USP

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  NF

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Components

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2-Tablet Blister, 36’s,

  	
   

  	
  FCA2/S for 2mg

  FCB2/S for 3mg

  	
   

  	
   

  
	
  Film, Aclar, PA200/02, 85mm,

  	
   

  	
  BL-5038/S

  	
   

  	
   

  
	
  Foil, Aluminum, 81mm, printed

  	
   

  	
  AF-5091/S for 2mg

  AF-5092/S for 3mg

  	
   

  	
   

  
	
  Insert for Lunesta 2 or 3 mg

  	
   

  	
  IN-5254/S

  	
   

  	
   

  
	
  Carton, 18 blisters of 2 tablets

  	
   

  	
  IC-5072/S for 2mg

  IC-5073/S for 3mg

  	
   

  	
   

  
	
  Shipper, corrugated, 464 x 315 x 232mm 200#, 24
  cartons

  	
   

  	
  SC-5182/S

  	
   

  	
   

  
	
  Shipper label, 13 x 4 inches, blank

  	
   

  	
  LB-5141/S

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HUD Blister, 6 X 15’s

  	
   

  	
  FCA15/S for 2mg

  FCB15/S for 3mg

  	
   

  	
   

  
	
  Print Mat Lunesta HUD

  	
   

  	
  PM-5037/S for 2mg

  PM-5038/S for 3mg

  	
   

  	
   

  
	
  Aclar PA200/02, 140MM

  	
   

  	
  BL-5039/S

  	
   

  	
   

  
	
  Foil, Lunesta HUD

  	
   

  	
  AF-5094/S for 2mg

  	
   

  	
   

  



 



 2
 








 


	
   

  	
   

  	
  AF-5095/S for 3mg

  	
   

  	
   

  
	
  Insert Lunesta Tablets

  	
   

  	
  IN05254/S

  	
   

  	
   

  
	
  Carton, 15’s HUD

  	
   

  	
  IP-5079/S for 2mg

  IP-5080/S for 3mg

  	
   

  	
   

  
	
  Shipper, corrugated, 376 x 279 x 99mm 200#C

  	
   

  	
  SC-5205/S

  	
   

  	
   

  
	
  Shipper label, 13 x 4 inches, blank

  	
   

  	
  LB-5141/S

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bottles, 100’s

  	
   

  	
  FCB100/S for 3mg

  FCA100/S for 2mg

  FCH100/S for 1mg

  	
   

  	
   

  
	
  Bottle, 40cc, white, HDPE, oblong

  	
   

  	
  BP-5112/S

  	
   

  	
   

  
	
  Cap, 28/400 CRC SF75M (SE)

  	
   

  	
  CP-5167/S

  	
   

  	
   

  
	
  Label, Lunesta 2 or 3 mg

  	
   

  	
  LB-5446/S for 3mg

  LB-5445/S for 2mg

  LB-5452/s for 1 mg

  	
   

  	
   

  
	
  Insert for Lunesta 2 or 3 mg

  	
   

  	
  IN-5254/S

  	
   

  	
   

  
	
  Packer, 6 x 40 cc with windows

  	
   

  	
  IP-5056/S

  	
   

  	
   

  
	
  Shipper, corrugated, 245 x 163 X 71 MM, 200#C

  	
   

  	
  SC-5197/S

  	
   

  	
   

  
	
  Shipper label, 2.5 X 10, blank

  	
   

  	
  LB-5441/S

  	
   

  	
   

  



 


API, Excipient and
Component Specifications and Testing for Eszopiclone Tablets


	
  Test

  	
   

  	
  Proposed Acceptance Criteria

  	
   

  	
  Method

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  0001

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  00508

  00566

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  00566

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  00508

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  00510

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  00566

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  00567

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  00572

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  USP <61>

  



 






(1)          Total
includes [**].


(2)          Uniformity
of Dosage Units will be calculated [**].



 3
 








SCHEDULE B

FEES AND MINIMUM RUN QUANTITIES


Pricing is based on
number of batches ordered per purchase order; minimum annual volumes are as
indicated.


	
  Lunesta Bulk Tablets

  	
   

  	
  2mg

  (FCA/S)

  
	
  With Extra Sampling

  	
   

  	
  Validation

  
	
  Annual Qty

  	
   

  	
  [**]

  
	
  Run Qty

  	
   

  	
  [**]

  
	
  Price / Unit (1000 tablets) (USD)

  	
   

  	
  $[**]

  



 


	
  Lunesta Sample Blisters 

  2 x 18s

  	
   

  	
  2mg

  (FCA2A/S)

  	
   

  	
  2mg

  (FCA2B/S)

  
	
  Launch Packaging

  	
   

  	
  Bright Stock

  	
   

  	
  Insert Addition

  
	
  Sampling

  	
   

  	
  Validation

  	
   

  	
  Validation

  
	
  Campaign

  	
   

  	
  1 Lot

  	
   

  	
  1 Lot

  
	
  Annual Qty

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Run Qty

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Price/ Unit(1)
  (USD)

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  



 






(1)                 denotes
exclusion of bulk costs



 4
 








 


	
  Lunesta

  Bottles 100s

  	
   

  	
  1 mg

  (FCH100/S)

  	
   

  	
  2mg

  (FCA100/S)

  	
   

  	
  3mg

  (FCB100/S)

  
	
  Sampling

  	
   

  	
  Validation

  	
   

  	
  Validation

  	
   

  	
  Validation

  	
   

  	
  Validation

  	
   

  	
  Validation

  	
   

  	
  Validation

  
	
  Campaign

  	
   

  	
  1 Lot

  	
   

  	
  2 Lots

  	
   

  	
  1 Lot

  	
   

  	
  2 Lots

  	
   

  	
  1 Lot

  	
   

  	
  2 Lots

  
	
  Annual Qty

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Run Qty

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Price / Unit USD

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  



 


	
  Lunesta

  Bottles 100s

  	
   

  	
  1 mg

  (FCH100/S)

  	
   

  	
  2mg

  (FCA100/S)

  	
   

  	
  3mg

  (FCB100/S)

  
	
  Sampling

  	
   

  	
  Regular

  	
   

  	
  Regular

  	
   

  	
  Regular

  	
   

  	
  Regular

  	
   

  	
  Regular

  	
   

  	
  Regular

  
	
  Campaign

  	
   

  	
  1 Lot

  	
   

  	
  2 Lots

  	
   

  	
  1 Lot

  	
   

  	
  2 Lots

  	
   

  	
  1 Lot

  	
   

  	
  2 Lots

  
	
  Annual Qty

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Run Qty

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Price / Unit
  (USD)

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  



 



 5
 








 


	
  Lunesta
  Sample

  Blisters 2 x 18s

  	
   

  	
  2mg

  (FCA2/S)

  (effective

  January 27, 2005

  to February 28,

  2005)

  	
   

  	
  3mg

  (FCB2/S)

  (effective

  January 27, 2005

  to February 28,

  2005)

  	
   

  	
  2mg

  (FCA2/S)

  (effective

  March 1, 2005)

  	
   

  	
  3mg

  (FCB2/S)

  (effective

  March 1, 2005)

  
	
  Sampling

  	
   

  	
  Validation

  	
   

  	
  Validation

  	
   

  	
  Validation

  	
   

  	
  Validation

  
	
  Campaign

  	
   

  	
  1 Lot

  	
   

  	
  1 Lot

  	
   

  	
  1 Lot

  	
   

  	
  1 Lot

  
	
  Annual Qty

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Run Qty

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Price / Unit (USD)

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  



 


	
  Lunesta
  Sample

  Blisters 2 x 18s

  	
   

  	
  2mg

  (FCA2/S)

  (effective

  January 27, 2005

  to February 28,

  2005)

  	
   

  	
  3mg

  (FCB2/S)

  (effective

  January 27, 2005

  to February 28,

  2005)

  	
   

  	
  2mg

  (FCA2/S)

  (effective

  March 1, 2005)

  	
   

  	
  3mg

  (FCB2/S)

  (effective

  March 1, 2005)

  
	
  Sampling

  	
   

  	
  Regular

  	
   

  	
  Regular

  	
   

  	
  Regular

  	
   

  	
  Regular

  
	
  Campaign

  	
   

  	
  1 Lot

  	
   

  	
  1 Lot

  	
   

  	
  1 Lot

  	
   

  	
  1 Lot

  
	
  Annual Qty

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Run Qty

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Price / Unit
  (USD)

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  



 



 6
 








 


	
  Lunesta

  HUDs 6 x 15s

  	
   

  	
  1mg

  (FCH15/S)

  	
   

  	
  2mg

  (FCA15/S)

  	
   

  	
  3mg

  (FCB15/S)

  
	
  Sampling

  	
   

  	
  Validation

  	
   

  	
  Validation

  	
   

  	
  Validation

  	
   

  	
  Validation

  	
   

  	
  Validation

  	
   

  	
  Validation

  
	
  Campaign

  	
   

  	
  1 Lot

  	
   

  	
  2 Lots

  	
   

  	
  1 Lot

  	
   

  	
  2 Lots

  	
   

  	
  1 Lot

  	
   

  	
  2 Lots

  
	
  Annual Qty

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Run Qty

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Price / Unit
  (USD)

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  



 


	
  Lunesta

  HUDs 6 x 15s

  	
   

  	
  1mg

  (FCH15/S)

  	
   

  	
  2mg

  (FCA15/S)

  	
   

  	
  3mg

  (FCB15/S)

  
	
  Sampling

  	
   

  	
  Regular

  	
   

  	
  Regular

  	
   

  	
  Regular

  	
   

  	
  Regular

  	
   

  	
  Regular

  	
   

  	
  Regular

  
	
  Campaign

  	
   

  	
  1 Lot

  	
   

  	
  2 Lots

  	
   

  	
  1 Lot

  	
   

  	
  2 Lots

  	
   

  	
  1 Lot

  	
   

  	
  2 Lots

  
	
  Annual Qty

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Run Qty

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Price / Unit
  (USD)

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  



 



 7
 








Assumptions


	
  1.

  	
  Packaging validation and annual product review costs
  are not included.

  
	
   

  	
   

  
	
  2.

  	
  Raw material pricing is based on approved vendors.
  Should a change be made to a material supplier, pricing should be
  re-examined.

  
	
   

  	
   

  
	
  3.

  	
  Validation sampling denotes additional material
  sampled during the manufacturing stage, reducing yields.

  
	
   

  	
   

  
	
  4.

  	
  Packaging component pricing is on based two-month
  order quantities as per Sepracor’s requirements. Price does not include plate
  and die charges for new printed components that will be billed back
  separately to Sepracor.

  
	
   

  	
   

  
	
  5.

  	
  The sample blister launch unit pricing excludes bulk
  costs, which are billed separately.

  
	
   

  	
   

  
	
  6.

  	
  The sample blister launch packaging configuration
  includes bright stock phase of 2 x 18 blisters (white / blank foil) per
  carton and 24 cartons per shipper. The insert addition phase includes insert
  and 24 cartons per shipper.

  
	
   

  	
   

  
	
  7.

  	
  The packaging configuration for bottles includes:
  bottle, cap, outsert, dumpbin of 6 bottles, and 4 dumpbins per shipper. The
  sample blisters includes 2 x 18 blisters per carton, insert, and 24 cartons
  per shipper. The HUD includes: 6 x 15 blisters per carton, insert, and 24
  cartons per shipper.

  



 



 8














AMENDMENT
NO. 2 TO THE MANUFACTURING SERVICES AGREEMENT


THIS AMENDMENT (the “Amendment”) to the Manufacturing Services
Agreement is made as of November 1, 2005, by and between Patheon Inc. (“Patheon”), having its principal office at
7070 Mississauga Road, Mississauga, Ontario, Canada, L5N 7J8, Patheon
Pharmaceuticals Inc. (“PPI”),
having its principal office at 2110 East Galbraith Road, Cincinnati, Ohio
45237-1625, U.S.A., and Sepracor Inc. (“Sepracor”),
having its principal office at 84 Waterford Drive, Marlborough, Massachusetts
01752, U.S.A.


WHEREAS
Patheon and Sepracor entered into a Manufacturing Services Agreement dated
March 1, 2004 and Amendment No. 1 to the Manufacturing Services Agreement dated
July 18, 2005 (collectively, the “Agreement”);
and


WHEREAS
the parties wish to amend the Agreement to add PPI as a party to the Agreement
as of November 1, 2005 (the “Amendment
Effective Date”).


NOW,
THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:


1.                                       The
Agreement shall be amended, as of the Amendment Effective Date, as set forth
herein.  Unless otherwise defined herein,
all capitalized terms used in this Amendment shall have the respective meanings
ascribed thereto in the Agreement.


2.                                       PPI,
a corporation existing under the laws of the State of Delaware, U.S.A., is
hereby added as a party to the Agreement. 
The reference to “Patheon” in the Agreement shall include PPI.


3.                                       The
definition of “Manufacturing Site” in Section 1.1 of the Agreement is amended
to add to the end of the definition the clause, “or at 2110 East Galbraith
Road, Cincinnati, Ohio, USA.”


4.                                       Schedule
E to the Agreement is hereby deleted and replaced with Schedule E attached
hereto.


5.                                       PPI
is hereby added as a party to the March 1, 2004 Quality Agreement between
Patheon and Sepracor that is attached to the Agreement as Schedule G.  The reference to “Patheon” in the Quality
Agreement shall include PPI.


Except as set forth
herein, all other terms and conditions of the Agreement shall remain in full
force and effect for the term thereof. 
In the event of any conflict between this Amendment and the Agreement,
the terms of this Amendment shall control. 
Upon execution, the Agreement and this Amendment shall be deemed to
constitute the entire Agreement.












IN WITNESS WHEREOF, the parties have caused
this Amendment to be executed by duly authorized representatives on the dates
set forth below.


	
  PATHEON INC.

  	
  SEPRACOR, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/
  Riccardo Trecroce

  	
   

  	
  By:

  	
    /s/ Walt Piskorski

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Riccardo
  Trecroce

  	
   

  	
  Name:

  	
  Walt Piskorski

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  General Counsel
  &

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Sr.
  Vice-President, Admin.

  	
   

  	
  Title:

  	
  VP, MFG OPS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  January 24, 2006

  	
   

  	
  Date:

  	
  1-31-06

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  PATHEON
  PHARMACEUTICALS INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Ricarrdo
  Trecroce

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Riccardo
  Trecroce

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  January 24, 2006

  	
   

  	
   

  
												



 



 2
 








SCHEDULE
E


BATCH
NUMBERING AND EXPIRATION DATES


Each batch of the Product
manufactured by Patheon will bear a unique lot number using the Patheon batch
numbering system.  This number will
appear on all documents relating to the particular batch of the Product.


Patheon will calculate
the expiration date for the product for each batch by adding the expiration
period of the Product supplied by the Client to the date of Manufacture of each
batch.



 3















AMENDMENT NO. 3 TO THE MANUFACTURING SERVICES
AGREEMENT


THIS AMENDMENT (the “Amendment”) to the Manufacturing Services
Agreement is made as of May 31, 2006 by and between Patheon Inc. (“Patheon”), having its principal office at
7070 Mississauga Road, Mississauga, Ontario, Canada, L5N 7J8, Patheon
Pharmaceuticals Inc., having its principal office at 2110 East Galbraith Road,
Cincinnati, Ohio 45237-1625, U.S.A. and Sepracor Inc. (“Sepracor”), having its principal office at
84 Waterford Drive, Marlborough, Massachusetts 01752, U.S.A.


WHEREAS
Patheon and Sepracor entered into a Manufacturing Services Agreement dated
March 1, 2004, as amended by Amendment No. 1 to the Manufacturing Services
Agreement dated July 18, 2005 between Patheon and Sepracor, and as further
amended by Amendment No. 2 to the Manufacturing Services Agreement dated
November 1, 2005 among Patheon, Patheon Pharmaceuticals Inc. and Sepracor
(collectively, the “Agreement”);
and


WHEREAS
the parties wish to amend the Agreement to remove Patheon Pharmaceuticals Inc.
as a party and instead rely on the subcontracting rights of Patheon in Section
12.6(a), to amend certain definitions and to amend Schedules A and B to the
Agreement as of May 1, 2005 (the “Amendment
Effective Date”); and


WHEREAS
the parties currently contemplate that, following execution of this Amendment,
Patheon will subcontract part of the services under the Agreement to Patheon
Pharmaceuticals Inc. and to MOVA Pharmaceutical Corporation.


NOW,
THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:


1.                                       The
parties hereby agree that the Agreement shall be amended, as of the Amendment
Effective Date, as set forth herein. 
Unless otherwise defined herein, all capitalized terms used in this
Amendment shall have the respective meanings ascribed thereto in the Agreement.


2.                                       Patheon
Pharmaceuticals Inc. is hereby removed as a party to the Agreement.


3.                                       The
definition of “Manufacturing Site” in Section 1.1 is deleted and replaced with
the following:


““Manufacturing Site” means (i) in respect of
Patheon, Patheon’s facilities located at 2100 Syntex Court, Mississauga,
Ontario, Canada, (ii) if Patheon subcontracts any part of the services
hereunder to Patheon Pharmaceuticals Inc. pursuant to Section 12.6(a), Patheon
Pharmaceuticals Inc.’s facilities located at 2110 East Galbraith Road,
Cincinnati, Ohio 45237-1625, USA, (iii) if Patheon subcontracts any part of the
services hereunder to MOVA Pharmaceutical Corporation pursuant to Section
12.6(a), MOVA Pharmaceutical Corporation’s facilities located at State Road #
670, Km. 2.7, Bo. Coto Norte, Manati, Puerto Rico 00674, and (iv) if Patheon subcontracts any part of the
services hereunder to any other Affiliate of Patheon pursuant to Section
12.6(a), the address of the manufacturing facility of such Affiliate as
notified by Patheon to Sepracor;”













4.                                       The
definition of “Quality Agreement” in Section 1.1 is deleted and replaced with
the following:


““Quality Agreement” means (i) in respect of
Patheon, the agreement dated March 1, 2004 between Patheon and Sepracor setting
out the quality assurance standards to be applicable to the Manufacturing
Services provided by Patheon, which agreement is attached hereto as Schedule G,
(ii) if Patheon subcontracts any part of the services hereunder to Patheon
Pharmaceuticals Inc. pursuant to Section 12.6(a), the agreement to be entered
into between Patheon Pharmaceuticals Inc. and Sepracor setting out the quality
assurance standards to be applicable to the Manufacturing Services provided by
Patheon Pharmaceuticals Inc. on terms to be negotiated between Patheon
Pharmaceuticals Inc. and Sepracor, which agreement shall be in a form substantially
similar to the Quality Agreement found at Schedule G with necessary
modifications to reflect the part of the Manufacturing Services to be provided
by Patheon Pharmaceuticals Inc., (iii) if Patheon subcontracts any part of the
services hereunder to Patheon Pharmaceutical Inc. pursuant to Section 12.6(a),
the agreement to be entered into between MOVA Pharmaceutical Corporation and
Sepracor setting out the quality assurance standards to be applicable to the
Manufacturing Services provided by MOVA Pharmaceutical Corporation on terms to
be negotiated between MOVA Pharmaceutical Corporation and Sepracor, which
agreement shall be in the form substantially similar to the Quality Agreement
found at Schedule G with necessary modifications to reflect the part of the
Manufacturing Serviices to be provided by MOVA Pharmaceutical Corporation (iv)
if Patheon subcontracts any part of the services hereunder to any other
Affiliate of Patheon pursuant to Section 12.6(a), the agreement to be entered
into between such Affiliate and Sepracor setting out the quality assurance
standards to be applicable to the Manufacturing Services provided by such
Affiliate on terms to be negotiated between such Affiliate and Sepracor, which
agreement shall be in the form substantially similar to that found at Schedule
G with necessary modifications to reflect the part of the Manufacturing
Services to be provided by such Affiliate;”


5.                                       Section
3.2 of the Agreement is deleted in its entirety and replaced with the
following:


“3.2                           API.


(a)                                  Sepracor shall, at
its sole cost and expense, deliver the API to Patheon in sufficient quantities
and at such times to facilitate the provision of the Manufacturing Services by
Patheon, which API shall be held by Patheon on behalf of Sepracor on the terms
and subject to the conditions herein contained. 
The parties acknowledge and agree that title to the API shall at all
times belong to and remain the property of Sepracor.  Patheon agrees that any API received by it
shall only be used by it to provide the Manufacturing Services.  The aggregate liability of Patheon with
respect to any lost or damaged API shall be as set forth in Section 9.2.


(b)                                 If Patheon
subcontracts any part of the services hereunder to any other Affiliate of
Patheon pursuant to Section 12.6(a), Patheon may direct



 2
 









Sepracor to deliver the API to the Manufacturing Site of such Affiliate
on the same terms as set out in Section 3.2(a).”


6.                                       Section
12.6(a) of the Agreement is deleted in its entirety and replaced with the
following:


“12.6                     Assignment.


(a)                                  Patheon may not
assign this Agreement or any of its rights or obligations hereunder except with
the written consent of Sepracor, such consent not to be unreasonably
withheld.  For greater certainty, Patheon
may arrange for subcontractors to perform specific services arising under this
Agreement provided that Patheon remains responsible to Sepracor under this
Agreement.  Sepracor hereby acknowledges
that Patheon Pharmaceuticals Inc. and MOVA Pharmaceutical Corporation,
Affiliates of Patheon, will be appointed by Patheon as subcontractors hereunder
and Patheon shall, allocate the Manufacturing Services to be performed thereat;
provided that Patheon covenants that prior to subcontracting any part of the
Manufacturing Services to MOVA Pharmaceutical Corporation, it shall ensure that
MOVA Pharmaceutical Corporation maintains the required licenses and/or
certifications, as applicable, and is authorized to provide the assigned
Manufacturing Services in the Commonwealth of Puerto Rico;”


7.                                       The
following new Section 12.15 is added immediately after Section 12.14 of the
Agreement:


“12.15                           Capital Requirements.


Certain capital
requirements and the obligations of the parties in respect thereof are set out
in Schedule J.”


8.                                       Schedule
A to the Agreement is hereby deleted and replaced with Schedule A attached
hereto.


9.                                       Schedule
B to the Agreement is hereby deleted and replaced with Schedule B attached
hereto.


10.                                 Schedule
H attached hereto is hereby added to the Agreement as Schedule H.


11.                                 This
Amendment shall not be deemed the “amendment” referenced in the letter dated
March 8, 2006 relating to the waiver of the eighteen (18) month prior notice of
termination obligation (the “Waiver Letter”).  The Waiver Letter shall remain in full force
an effect.


Except as set forth
herein, all other terms and conditions of the Agreement shall remain in full
force and effect for the term thereof. 
In the event of any conflict between this Amendment and the Agreement,
the terms of this Amendment shall control. 
Upon execution, the Agreement and this Amendment shall be deemed to
constitute the entire Agreement.



 3
 









IN
WITNESS WHEREOF, the parties have caused this Amendment to be
executed by duly authorized representatives as of the date first written above.


	
  PATHEON INC.

  	
   

  	
  SEPRACOR INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Riccardo
  Trecroce

  	
   

  	
   

  	
  By:

  	
  /s/ Stephen Wald

  	
   

  
	
   

  	
  Name:

  	
  Riccardo
  Trecroce

  	
   

  	
   

  	
  Name:

  	
  Stephen Wald

  
	
   

  	
  Title:

  	
  General Counsel
  and

  	
   

  	
   

  	
  Title:

  	
  Sup. Comm. Tech. Opn.

  
	
   

  	
  Senior Vice
  President

  	
   

  	
   

  
	
   

  	
  Administration

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PATHEON
  PHARMACEUTICALS INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Riccardo
  Trecroce

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Riccardo
  Trecroce

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Secretary

  	
   

  	
   

  
										



 



 4
 









SCHEDULE A

PRODUCT SPECIFICATIONS


Copies of the finished
Product specifications, packaging specifications and shipping requirements for
each Product are set out below, which specifications are subject to change in
accordance with the terms of this Agreement.


Eszoplicone Tablets
(trade name: “Lunesta”)


	
  DESCRIPTION

  	
   

  	
  PART NUMBER*

  	
   

  	
  SPECIFICATION

  
	
  API

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  Client specifications

  Client specifications

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  USP/NF/EP/JPE

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  NF/USP

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  USP/Client specifications

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  USP/NF/EP/JP/Harmonized

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  USP/NF/EP/JP

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  USP/Client specifications

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  USP

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  USP

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Components

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2-Tablet
  Blister, 36’s,

  	
   

  	
  FCH2/S for 1mg

  FCA2/S for 2mg

  FCB2/S for 3mq

  	
   

  	
   

  
	
  Film, Aclar,
  PA200/02, 85mm

  	
   

  	
  BL-5038/S for 2mg & 3mg

  	
   

  	
   

  
	
  Film, Aclar,
  PA300/02, 85mm

  	
   

  	
  BL-5046/S for 1mg

  	
   

  	
   

  
	
  Foil, Aluminum,
  81 mm, printed

  	
   

  	
  AF-5105/S for 1mg

  AF-5091/S for 2mg

  AF-5092/S for 3mg

  	
   

  	
   

  
	
  Insert for
  Lunesta 2 or 3 mg

  	
   

  	
  IN-5254/S

  	
   

  	
   

  
	
  Insert for
  Lunesta 1, 2 or 3 mg

  	
   

  	
  IN-5261/S

  	
   

  	
   

  
	
  Carton, 18
  blisters of 2 tablets

  	
   

  	
  IP-5082/S for 1mg

  IP-5072/S for 2mg

  IP-5073/S for 3mg

  	
   

  	
   

  
	
  Shipper,
  corrugated, 464 x 315 x 232mm 200#, 24 cartons

  	
   

  	
  SC-5182/S

  	
   

  	
   

  
	
  Shipper label,
  13 x 4 inches, blank

  	
   

  	
  LB-5141/S

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HUD
  Blister, 6 X15’s

  	
   

  	
  FCH15/S for 1mg

  FCA15/S for 2mg

  FCB15/S for 3mg

  	
   

  	
   

  



 



 5
 









 


	
  DESCRIPTION

  	
   

  	
  PART NUMBER*

  	
   

  	
  SPECIFICATION

  
	
  Print Mat
  Lunesta HUD

  	
   

  	
  PM-5041/S for 1mg

  PM-5042/S for 2mg

  PM-5043/S for 3mg

  	
   

  	
   

  
	
  Aclar PA200/02,
  140MM

  	
   

  	
  BL-5039/S for 2mg and 3mg

  	
   

  	
   

  
	
  Aclar PA300/02,
  140MM

  	
   

  	
  BL-5045/S for 1mg

  	
   

  	
   

  
	
  Foil, Lunesta
  HUD

  	
   

  	
  AF-5093/S for 1mg

  AF-5094/S for 2mg

  AF-5095/S for 3mq

  	
   

  	
   

  
	
  Insert for
  Lunesta 2 or 3 mg

  	
   

  	
  IN-5254/S

  	
   

  	
   

  
	
  Insert for
  Lunesta 1, 2 or 3 mg

  	
   

  	
  1N-5261/S

  	
   

  	
   

  
	
  Carton, 15’s HUD

  	
   

  	
  IP-5078/S for mg

  IP-5079/S for 2mg

  IP-5080/S for 3mg

  	
   

  	
   

  
	
  Shipper,
  corrugated, 376 x 279 x 99mm 200#C

  	
   

  	
  SC-5205/S

  	
   

  	
   

  
	
  Shipper label,
  13 x 4 inches, blank

  	
   

  	
  LB-5141/S

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bottles,
  100’s

  	
   

  	
  FCB100/S for 3mg

  FCA100/S for 2mg

  FCH100/S for 1mg

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bottle, 40cc,
  white, HDPE, oblong

  	
   

  	
  BP-5112/S

  	
   

  	
   

  
	
  Cap, 28/400 CRC
  SF75M (SE) or Cap, 28/400 CR SFGD 75M Liner

  	
   

  	
  CP-5167/S or CP-5280/S

  	
   

  	
   

  
	
  Label, Lunesta 2
  or 3 mg

  	
   

  	
  LB-5446/S for 3mg

  LB-5445/S for 2mg

  LB-5452/S for 1mg

  	
   

  	
   

  
	
  Insert for
  Lunesta 2 or 3 mg

  	
   

  	
  IN-5254/S

  	
   

  	
   

  
	
  Insert for
  Lunesta 1, 2 or 3 mg

  	
   

  	
  IN-5261/S

  	
   

  	
   

  
	
  Packer, 6 x 40
  cc with windows

  	
   

  	
  IP-5056/S

  	
   

  	
   

  
	
  Shipper,
  corrugated, 245 x 163 x 71 MM, 200#C

  	
   

  	
  SC-5197/S

  	
   

  	
   

  
	
  Shipper label,
  2.5 X 10, blank

  	
   

  	
  LB-5441/S

  	
   

  	
   

  



 






* These part numbers refer
to part numbers at Patheon’s Manufacturing Site at 2100 Syntex Court,
Mississauga, Ontario.  Different part
numbers will be applicable at the Patheon Affiliate’s Manufacturing Sites at
2110 East Galbraith Road, Cincinnati, Ohio 45237-1625, USA and State Road #
670, Km. 2.7, Bo. Coto Norte, Manati, Puerto Rico 00674



 6
 









API, Excipient and
Component In-House Specifications and Testing for Eszopiclone Tablets


	
  Test

  	
   

  	
  Acceptance Criteria

  	
   

  	
  Method

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  00001

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  00508

  
	
   

  	
   

  	
   

  	
   

  	
  00566

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  00566

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  00508

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  00510

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  00566

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  00567

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  00572

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  USP<61>

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  00674

  



 






1.                                       Total
includes [**].


2.                                       Uniformity
of Dosage Units will be calculated [**].



 7
 









SCHEDULE B

FEES AND MINIMUM RUN QUANTITIES


Pricing is based on
number of batches ordered per purchase order; minimum annual volumes are as
indicated.


2006
Pricing Tables - in USD


Lunesta
1 mg


	
  SKU

  	
   

  	
  100’s bottle

  
	
  Annual
  Qty (units)

  	
   

  	
  [**]

  
	
  Run Qty
  (batches)

  	
   

  	
  1

  	
   

  	
  2

  	
   

  	
  6

  
	
  Run Qty
  (units)

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Price
  per unit

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  



 


Lunesta
2 mg


	
  SKU

  	
   

  	
  100’s bottle

  	
   

  	
  2x18’s blister

  
	
  Annual
  Qty (units)

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Run Qty
  (batches)

  	
   

  	
  1

  	
   

  	
  2

  	
   

  	
  6

  	
   

  	
  1

  
	
  Run Qty
  (units)

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Price
  per unit

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  



 


Lunesta
3 mg


	
  SKU

  	
   

  	
  100’s bottle

  	
   

  	
  2x18’s blister

  
	
  Annual
  Qty (units)

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Run Qty
  (batches)

  	
   

  	
  1

  	
   

  	
  2

  	
   

  	
  6

  	
   

  	
  1

  
	
  Run Qty
  (units)

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Price
  per unit

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  



 



 8
 









Assumptions


	
   

  	
  1.

  	
  The commercial manufacturing process at MOVA
  Pharmaceutical Corporation will follow the current process at Patheon’s
  Manufacturing Site at 2100 Syntex Court, Mississauga, Ontario (“Patheon
  TRO”).

  
	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  1, 2 and 6-batch manufacturing campaigns are quoted
  for the high volume bottle SKUs for all strengths.

  
	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
  The packaging configurations for each SKU are as per
  specifications established at Patheon TRO.

  
	
   

  	
   

  	
   

  
	
   

  	
  4.

  	
  The same primary packaging components and formats
  are assumed for all three strengths.

  
	
   

  	
   

  	
   

  
	
   

  	
  5.

  	
  Raw material and finished product testing are based
  on established specifications and methods.

  
	
   

  	
   

  	
   

  
	
   

  	
  6.

  	
  Patheon will be responsible for the shipment of bulk
  tablets from Patheon TRO to Patheon Pharmaceuticals Inc. at 2110 East
  Galbraith Road, Cincinnati, Ohio 45237-1625, USA for blister packaging.

  
	
   

  	
   

  	
   

  
	
   

  	
  7.

  	
  It is assumed that finished packages will be shipped
  from the final packaging site to Sepracor’s current designated location in
  the USA. Any additional shipping costs relative to shipping from Patheon TRO
  that are incurred as a result of Patheon subcontracting the services to any
  Patheon Affiliates will be borne by Patheon.

  
	
   

  	
   

  	
   

  
	
   

  	
  8.

  	
  Patheon will absorb the cost of standard validation
  activities for the transfer of manufacturing and packaging of Lunesta to any
  Manufacturing Site other than Patheon TRO based on the current manufacturing
  assumptions. For the manufacturing transfer to MOVA Pharmaceutical
  Corporation, this should include up to two (2) experimental placebo batches
  to confirm the capacities of bins, the V-30 blender and the coaters. Up to
  four (4) feasibility batches for the 1 mg dose (lowest API concentration)
  will then be made to confirm the process and content uniformity. Patheon will
  assume all the costs of the feasibility batches, with the exception of API,
  which will be the responsibility of Sepracor. Assuming successful completion
  of the 1mg feasibility batches, one registration batch will be made per
  strength: 1 mg, 2 mg, 3 mg. These batches will also be validation batches.
  Upon completion of the facility modification, the validation activities will
  be completed. The validation strategy will be to manufacture 3 lots of 1 mg,
  1 lot of 2mg and 3 lots of 3mg product. Therefore, two additional lots of 1
  mg and two additional lots of 3 mg will be manufactured and packaged (100’s
  count using Pretium bottles). Patheon will pay for the tech transfer
  activities related to the validation batches, while Sepracor will pay for the
  product at normal commercial rates.

  



 



 9
 









SCHEDULE H

CAPITAL REQUIREMENTS


Pursuant
to the terms of the Agreement, Patheon has subcontracted certain of the
services to its Affiliates, Patheon Pharmaceuticals Inc. (“Patheon Cincinnati”) and MOVA
Pharmaceutical Corporation (“MOVA”).  In order for Patheon to perform the
Manufacturing Services, certain capital expenditures will be necessary in
respect of capital equipment required to be acquired and installed at Patheon
Cincinnati’s facility located at 2110 East Galbraith Road, Cincinnati, Ohio
45237-1625, USA (“Cincinnati”) and
at MOVA’s facility located at State Road # 670, Km. 2,7, Bo. Goto Norte,
Manati, Puerto Rico 00674 (“Manati”)
and certain modifications in connection with the installation of the equipment
will be required to be made to the facility at Manati.  This schedule sets out the obligations of the
parties in respect thereof.


The
following capital expenditures will be required:


	
  Capital
  Equipment Requirements

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dedicated to
  the Client

  	
   

  	
  Equipment

  	
   

  	
  Installation

  	
   

  	
  Design

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cincinnati:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sample blister
  change parts

  	
   

  	
  $[**]

  	
   

  	
   

  	
   

  	
   

  
	
  HUD blister change
  parts

  	
   

  	
  $[**]

  	
   

  	
   

  	
   

  	
   

  
	
  Subtotal

  	
   

  	
  $[**]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Manati:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Russell Sieve
  with Sonicator

  	
   

  	
  $[**]

  	
   

  	
   

  	
   

  	
   

  
	
  Tablet tooling
  (6 sets)

  	
   

  	
  $[**]

  	
   

  	
   

  	
   

  	
   

  
	
  Bottle change
  parts

  	
   

  	
  $[**]

  	
   

  	
   

  	
   

  	
   

  
	
  Subtotal

  	
   

  	
  $[**]

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $[**]

  	
   

  	
   

  	
   

  	
   

  



 






*actual
cost of HUD blister change parts at Cincinnati is $[**].  This has been reduced by the cost of the
actual expense for change parts at Patheon’s Manufacturing Site at 2100 Syntex
Court, Mississauga, Ontario ($[**]) already incurred by the Client.



 10
 









 


	
  Capital
  Equipment Requirements

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Non-Dedicated
  to the Client

  	
   

  	
  Equipment

  	
   

  	
  Installation

  	
   

  	
  Design

  
	
  Manati:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Utilities
  for Cat 3 area

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Upgrade of
  Existing 50,000 scfm AHU 100 to comply with 100% fresh air

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
   

  
	
  Upgrade of
  Existing Dust Collector 25,000 scfm to comply with 100% air exhaust

  	
   

  	
  —

  	
   

  	
  $[**]

  	
   

  	
   

  
	
  New Dust
  Collector 25,000 scfm and ductwork

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
   

  
	
  HVAC Controls

  	
   

  	
  $[**]

  	
   

  	
  —

  	
   

  	
   

  
	
  Design

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  $[**]

  
	
  Subtotal

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  
	
  Facilities
  and Zoning for Cat. 3 area

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New gown /
  degown, mist showers, airlocks and controls;

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  —

  
	
  New material
  airlocks

  	
   

  	
  $[**]

  	
   

  	
  —

  	
   

  	
  —

  
	
  Modifications in
  mfg rooms and corridors

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  —

  
	
  New gown /
  degown facilities to separate manufacturing areas from common areas

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  —

  
	
  New airlocks to
  separate manufacturing areas from common areas

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  —

  
	
  Hung Ceiling at
  Corridors

  	
   

  	
  —

  	
   

  	
  $[**]

  	
   

  	
   

  
	
  Design

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  $[**]

  
	
  Subtotal

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  
	
  Equipment:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Completion
  machine hopper level sensor

  	
   

  	
  —

  	
   

  	
  $[**]

  	
   

  	
  —

  
	
  Separate control
  for each coating pan

  	
   

  	
  —

  	
   

  	
  $[**]

  	
   

  	
  —

  
	
  Dew point
  sensors for coating pans

  	
   

  	
  —

  	
   

  	
  $[**]

  	
   

  	
  —

  
	
  Dehumidification
  for dew point control

  	
   

  	
  —

  	
   

  	
  $[**]

  	
   

  	
  —

  
	
  PK blender
  loading modifications

  	
   

  	
  $[**]

  	
   

  	
  —

  	
   

  	
  —

  
	
  Glove boxes (3)

  	
   

  	
  $[**]

  	
   

  	
  —

  	
   

  	
  —

  
	
  Subtotal

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  —

  
	
  Total

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  	
   

  	
  $[**]

  
	
  Aggregate -
  Total

  	
   

  	
   

  	
   

  	
  $[**]

  	
   

  	
   

  



 






	
  

  	
  1.

  	
  The Client will be responsible for all of the costs
  of the capital equipment requirements listed above under the heading
  “Dedicated to the Client”, being the amount of $[**].

  
	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  MOVA will be responsible for [**]% of the costs of
  the capital equipment requirements listed above under the heading
  “Non-Dedicated to the Client”, being the amount of $[**].

  
	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
  The Client will be responsible for [**]% of the
  costs of the capital equipment requirements listed above under the heading
  “Non-Dedicated to the Client”, being

  



 



 11
 









 


	
  

  	
   

  	
  the amount of $[**]. Patheon will reimburse the
  Client for such amount at a rate of $[**] for every [**] batches of Product,
  regardless of the origin of manufacture, starting from the point of
  commercial production at Manati (post-validation) until the capital is
  repaid. In the event that commercial production at Manati does not start by
  [**], Patheon will reimburse the Client at a rate of $[**] for every [**]
  batches of Product, regardless of the origin of manufacture until the capital
  is repaid. Patheon hereby grants to Client a security interest not exceeding
  the amount of $[**] covering all “non- dedicated to the Client” equipment and
  will, upon ten (10) days written notice from Client take each and every step
  reasonably necessary to perfect such security interest with all applicable
  governmental authorities no matter where such equipment is found or moved to
  at any time. Client shall retain all remedies at Jaw or in equity to protect
  its interests in such equipment provided, however, that the Client shall not
  be permitted to withhold or set off any such amounts owing by Patheon to the
  Client against any amounts owing by the Client to Patheon pursuant to the Agreement.

  
	
   

  	
   

  	
   

  
	
   

  	
  4.

  	
  The Client represents and warrants that the funding
  to be provided by the Client does not contravene any agreement to which the
  Client is a party.

  
	
   

  	
   

  	
   

  
	
   

  	
  5.

  	
  The equipment listed above as “Dedicated to the
  Client” shall be dedicated for use with respect to the Client’s Products. The
  equipment listed above as “Non-Dedicated to the Client” may be used for the
  manufacture of products for third parties.

  
	
   

  	
   

  	
   

  
	
   

  	
  6.

  	
  Title and risk of loss to the equipment listed above
  as “Dedicated to the Client” shall reside with the Client who shall be the
  sole legal and beneficial owner thereof. Title and risk of loss to the
  equipment and the capital improvements listed above as “Non-Dedicated to the
  Client” shall reside with MOVA who shall be the sole legal and beneficial
  owner thereof and the Client shall not have any security interest, charge or
  encumbrance in such equipment and capital improvements and the Client shall
  not register or take any other action to impose a security interest, charge
  or encumbrance over such equipment and the capital improvements.

  
	
   

  	
   

  	
   

  
	
   

  	
  7.

  	
  Upon the expiration or termination of the Agreement
  for any reason prior to completion of the reimbursements contemplated by
  clause 3 above, (a) Patheon Cincinnati shall have the option to purchase the
  equipment listed above as “Dedicated to the Client” installed at Cincinnati
  at fair market value, (b) the Client shall remove, or arrange to remove, from
  Cincinnati at its expense all equipment listed above as “Dedicated to the
  Client” installed at Cincinnati that is not purchased by Patheon Cincinnati
  and the Client shall repair, or arrange to repair, at its expense any damage
  to Cincinnati resulting from such removal, (c) MOVA shall have the option to
  purchase the equipment listed above as “Dedicated to the Client” installed at
  Manati at fair market value, (d) the Client shall remove, or arrange to
  remove, from Manati at its expense all equipment listed above as “Dedicated
  to the Client” installed at Manati that is not purchased by MOVA and the Client
  shall repair, or arrange to repair, at its expense any

  



 



 12
 









 


	
  

  	
   

  	
  damage to Manati resulting from such removal, and
  (e) MOVA shall be entitled to retain all of the equipment and the capital
  improvements listed above as “Non-Dedicated to the Client” without any
  compensation therefor owing to the Client.

  
	
   

  	
   

  	
   

  
	
  

  	
  8.

  	
  All monetary amounts are expressed in the lawful
  currency of the United States of America.

  



 



 13