Exhibit 10.13(c)


AMENDMENT


TO THE


SUPPLY AGREEMENT 


This Amendment
(the “Amendment”) entered into effective as of December 21, 2006 (the “Amendment
Effective Date”) to the Supply Agreement, effective as of June 23, 2005
(the “Supply 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 Supply
Agreement):


RECITALS:


WHEREAS, pursuant
to the Supply Agreement, the Parties agreed, among other things, that Alkermes
was responsible for providing the capital necessary to permit the Manufacture
of the Product Requirements pursuant to such Supply Agreement; and


WHEREAS, Alkermes
and Cephalon have now agreed to amend the terms and conditions governing
responsibilities for providing the capital necessary to meet the Product
Requirements for the Product.


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.                                      A
new Section 5.5 shall be added to the Supply Agreement and shall read as
follows:


“5.5                        Line 5 and
Line 6.


(a)           Product Manufacturing Equipment Purchase.  Notwithstanding anything to the contrary
herein, effective the Amendment Effective Date, Alkermes will sell and Cephalon
will purchase for the Purchase Price described below all equipment that on
September 30, 2006 (the “Agreement Date”) constituted the second wet
process line for the Manufacture of the Product at the Alkermes Manufacturing
Facility in Wilmington, Ohio (“Line 5”) and the third wet process line
for the Manufacture of the Product at the Alkermes Manufacturing Facility in
Wilmington, Ohio (“Line 6”) (such equipment along with all other
equipment thereafter added to Line 5 and Line 6, the “Product Manufacturing
Equipment”) as well as reimburse Alkermes for all related Capital
Improvements (as defined below) made prior to the Agreement Date.  Within ten (10) days of the Amendment
Effective Date, Cephalon will pay Alkermes the purchase price of Nineteen
Million Three Hundred Fifty-Six Thousand Seven Hundred Fifty-Six Dollars
($19,356,756) (the “Purchase Price”). 
Upon receipt of the Purchase Price Alkermes will transfer to Cephalon
the title to and risk of loss of all Product Manufacturing Equipment in
existence on the Agreement Date and all Capital Improvements made prior to the
Agreement Date.  Thereafter, Alkermes
will supply to Cephalon at the end of each 













calendar quarter a detailed listing of all Capital
Improvements made to Line 5 and Line 6 during such calendar quarter and will
supply supporting documentation for all Fully Capitalized Costs (as defined
below) incurred by Alkermes as requested by Cephalon from time to time.


Notwithstanding anything to the contrary herein, whether or not
Alkermes has supplied to Cephalon any listing thereof in accordance with the
preceding paragraph, Cephalon will own any Product Manufacturing Equipment and
other Capital Improvements made to Line 5 or Line 6 for which Cephalon has made
the related payment to Alkermes of Fully Capitalized Costs pursuant to Section
5.5(b).  To evidence and perfect Cephalon’s
ownership interest in the Product Manufacturing Equipment and other Capital
Improvements, Alkermes agrees to execute and deliver all deeds, assignments,
bills of sale and other documents reasonably requested by Cephalon, including
appropriate Uniform Commercial Code financing statements with respect to the
Product Manufacturing Equipment and other Capital Improvements.  Alkermes will keep the Product Manufacturing
Equipment and other Capital Improvements free and clear of all liens and
encumbrances, other than those which may result from any act of Cephalon.  All costs incurred by Cephalon for insuring
the Product Manufacturing Equipment and other Capital Improvements, and for
paying any taxes, including personal property and sales taxes that may accrue
with respect to the Product Manufacturing Equipment and other Capital
Improvements, shall be deemed to be Cephalon Incurred Shared Expenses.


(b)           Capital
Improvements.  Following the Agreement Date, Alkermes has
continued and will continue to design, engineer, procure additional equipment
for, develop, construct and validate Line 5 and Line 6 (all such activities the
“Capital Improvements”).  Within ten (10) days of the Amendment
Effective Date, Cephalon will reimburse Alkermes for the Fully Capitalized
Costs of Capital Improvements incurred by Alkermes during October 2006 and
any other Fully Capitalized Costs associated with Line 5 and Line 6 incurred by
Alkermes during this period.  Within the period ending thirty (30) days
after the later of (i) the Amendment Effective Date or (ii) Cephalon’s receipt
of Alkermes’ invoice therefor, Cephalon will reimburse Alkermes for the Fully
Capitalized Costs of Capital Improvements incurred by Alkermes during November
2006 and any other Fully Capitalized Costs associated with Line 5 and
Line 6 incurred by Alkermes during this period. 
Within fifteen (15) days of the
end of each month after the Amendment Effective Date, Alkermes will invoice
Cephalon for the Fully Capitalized Costs of Capital Improvements incurred by
Alkermes during the prior month and any other Fully Capitalized Costs
associated with Line 5 and Line 6 incurred by Alkermes during such period.  Cephalon will pay each such invoice within
thirty (30) days of receipt; provided, however, that Cephalon
shall not be obligated to pay pursuant to this Section 5.5(b) for any Fully
Capitalized Costs exceeding in the aggregate Fifty-One Million Six Hundred
Forty-Three Thousand Two Hundred Forty-Four Dollars ($51,643,244).  All costs incurred by Alkermes with respect
to Line 5 and Line 6 that are not 



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reimbursed by Cephalon
pursuant to this Section 5.5(b) or included in the Purchase Price will, to the
extent covered by Development Plan budgets approved by the JSC, be deemed to be
Alkermes Incurred Shared Expenses or, to the extent appropriate, be included in
Fully Burdened Manufacturing Costs.  “Fully
Capitalized Costs” shall mean costs that normally would be
capitalized in accordance with Cephalon’s accounting policies (whether incurred
by Cephalon or Alkermes), including direct labor costs of both Cephalon and Alkermes as well as out-of-pocket costs, including
out-of-pocket costs incurred for equipment and third-party design, engineering,
development, construction and validation services.  Alkermes’ labor costs will be calculated at
the Development FTE Rate.


(c)           Accounting for Line 5 and Line 6.  The Purchase Price, the Fully Capitalized
Costs of Capital Improvements and any other Fully Capitalized Costs associated
with Line 5 and Line 6 reimbursed by Cephalon to Alkermes will be capitalized
by Cephalon in accordance with its accounting policies.  All such amounts will be depreciated by
Cephalon on a straight line basis over the life of the Product Manufacturing
Equipment in accordance with Cephalon’s accounting policies and GAAP and the
depreciation charge each month will be deemed to be Cephalon Incurred Shared
Expenses.


(d)           [**], effective the last Business Day of
each calendar quarter during the life of the Product Manufacturing Equipment,
Cephalon will calculate [**] on the total of [**].  The rate used to calculate [**] will be fixed
at [**] per annum.  At the end of each
calendar quarter Cephalon will invoice Alkermes for [**] for that calendar
quarter, and Alkermes will pay this invoice within [**] days of receipt.


(e)           Use of Product
Manufacturing Equipment. 
Alkermes will have the right to use the Product Manufacturing Equipment
in accordance with the provisions of this Agreement and the Amendment without
any obligation to make any payments to Cephalon with respect to such use.  Subject to its obligations under this
Agreement and the Amendment, Alkermes will have the right at any time to
manufacture products other than the Product using Line 5 and Line 6; provided,
however, that in the event Alkermes uses Line 5 or Line 6 to manufacture
products other than the Product, Alkermes’ costs associated with such use,
including maintenance costs, shall not be considered Alkermes Incurred Shared
Expenses and Alkermes will reimburse Cephalon for one hundred percent (100%) of
the depreciation charge for the Fully Capitalized Costs for Line 5 or Line 6
for the period and to the extent Line 5 or Line 6 is used by Alkermes to
manufacture products other than the Product, which fully reimbursed
depreciation charge for such period shall not be considered Alkermes Incurred
Shared Expenses or Cephalon Incurred Shared Expenses.  Alkermes will maintain each piece of Product
Manufacturing Equipment in good operating order and repair, normal wear and
tear excepted, and, subject to the preceding sentence, the expense of such
maintenance will be deemed to be an Alkermes Incurred Shared Expense.






**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.



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(f)            Abandonment of Product
Manufacturing Equipment.  If
at any time prior to termination of this Agreement the Product Manufacturing
Equipment is deemed to be impaired, abandoned or obsolete in accordance with
Cephalon’s accounting policies, then any impairment charge will be deemed to be
a Cephalon Incurred Shared Expense.


(g)           Repurchase of Product Manufacturing Equipment.  At any time after December 21, 2008 or in the
event the Parties enter into a Technology Transfer Agreement, Alkermes will
have an option to purchase all Product Manufacturing Equipment as installed
(including any development and/or validation data or information) and other
Capital Improvements at their net book value in Cephalon’s financial statements
at the time of option exercise.  In
addition, in the event of expiration or termination of this Agreement (a “Termination
Event”), Alkermes will have an option to purchase all Product Manufacturing
Equipment as installed (including any development and/or validation data or
information) and other Capital Improvements at their net book value in Cephalon’s
financial statements on the date of such Termination Event, [**], as set forth
in Cephalon’s financial statements on the date of such Termination Event.  Within thirty (30) days of a notice from Alkermes
of its interest in exercising any such repurchase option, Cephalon will provide
Alkermes with notice of the Product Manufacturing Equipment’s and the relevant
Fully Capitalized Costs’ then current net book value.  Alkermes will have the right to request an
audit of Cephalon’s determination of net book value of the Product
Manufacturing Equipment and such Fully Capitalized Costs, which shall be
conducted by an independent public accountant of national prominence at
Alkermes’ expense.  Such accountant will
treat all information subject to audit under this Section 5.5(g) as
confidential and will provide a report to Alkermes and Cephalon regarding only
the accuracy or inaccuracy of the net book value determination.  Following receipt of Cephalon’s notice regarding
the net book value of the Product Manufacturing Equipment and the Fully
Capitalized Costs (and any audit conducted by Alkermes), Alkermes will provide
Cephalon notice of whether it intends to purchase the Product Manufacturing
Equipment and other Capital Improvements. 
If Alkermes provides notice of its intended purchase, Alkermes will pay
Cephalon the purchase price described above, and Cephalon will transfer to
Alkermes the title to and risk of loss of all Product Manufacturing Equipment
and other Capital Improvements.  Cephalon
and Alkermes will promptly execute and deliver all deeds, assignments, bills of
sale and other documents for the purchase of the Product Manufacturing
Equipment and other Capital Improvements reasonably requested by Alkermes to
evidence and perfect Alkermes’ ownership of the Product Manufacturing Equipment
and other Capital Improvements.  Upon the
execution and delivery of such documents, Cephalon will promptly file
amendments terminating any Uniform Commercial Code financing statements that
have been filed with respect to the Product Manufacturing Equipment and other
Capital Improvements.






**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.



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In the event that following a Termination Event or the
signature of a Technology Transfer Agreement, (i) Alkermes provides notice to
Cephalon that it does not intend to purchase the Product Manufacturing
Equipment and other Capital Improvements or (ii) in response to an inquiry from
Cephalon, Alkermes indicates that it does not intend to purchase the Product
Manufacturing Equipment and other Capital Improvements, then Cephalon may
request that Alkermes arrange for the removal from the Alkermes Manufacturing
Facility in Wilmington, Ohio of the Product Manufacturing Equipment.  The
Parties will work together in good faith to determine a mutually agreeable time
and method for the removal of the Product Manufacturing Equipment from the
Alkermes Manufacturing Facility.  Alkermes will then remove, crate and ship such
Product Manufacturing Equipment in accordance with such plan, at Cephalon’s cost
and expense, to any destination in the United States that Cephalon may
designate.  In the event that following a
Termination Event or the signature of a Technology Transfer Agreement, Alkermes
determines that any Product Manufacturing Equipment cannot be so removed from
the Alkermes Manufacturing Facility without destroying any portion thereof or
significantly disrupting the operation thereof, Alkermes shall purchase such
Product Manufacturing Equipment for the purchase price described above.”


2.                                      Except
as specifically amended herein, all provisions of the Supply Agreement shall
remain in full force and effect in accordance with their terms.  In the event of a conflict between the
provisions of the Supply Agreement and those of this Amendment, this Amendment
shall control.  This Amendment, together
with the Supply 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.


3.                                      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 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.


4.                                      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