Exhibit 10.47


 


EXECUTION COPY


 


***Text
Omitted and Filed Separately


with
the Securities and Exchange Commission.


Confidential
Treatment Requested


Under 17 C.F.R. Sections 200.80(b)(4)


and 240.24b-2


 


Confidential


 


AMENDMENT TO THE AMENDED AND RESTATED


COMMERCIAL SUPPLY AGREEMENT


 


This AMENDMENT TO THE AMENDED AND RESTATED
COMMERCIAL SUPPLY AGREEMENT (the “Amendment”) is made, entered into, and
effective as of January 23, 2009 (the “Amendment Date”), by and
between Amylin Pharmaceuticals, Inc. (“Company”) and Wockhardt UK
(Holdings) Ltd, formerly CP Pharmaceuticals Ltd. (“Manufacturer”). Capitalized
terms used in this Amendment that are not otherwise defined herein shall have
the meanings ascribed to such terms in the Agreement (as defined herein).


 


WHEREAS, effective April 1, 2008,
Company and Manufacturer entered into that certain Amended and Restated
Commercial Supply Agreement (the “Agreement”) wherein Manufacturer
agreed to produce Product for Company pursuant to the terms and conditions
contained therein; and


 


WHEREAS, Company and Manufacturer desire to
amend the Agreement as set forth herein with respect to the Company’s Period
Obligations.


 


NOW, THEREFORE, Company and Manufacturer
agree as follows:


 


As of the Amendment Date,
Company and Manufacturer agree that Exhibit C, as attached to the
Agreement prior to the Amendment Date, shall be deleted and replaced with Exhibit C-1,
attached to this Amendment;


 


In consideration of this
Amendment, Manufacturer hereby expressly waives and releases any and all rights
under section 2.2 of the Agreement to hold the Company responsible to pay to
the Manufacturer the difference between the amount invoiced to Company for its
actual purchases during the third (3rd) and fourth (4th) Purchase Periods and the amount that
would have been invoiced had Company purchased the minimum amount agreed to for
such Purchase Periods.  For the avoidance
of doubt, section 2.2 of the Agreement is still applicable to Purchase Periods
five (5) and six (6) accordingly. 
In exchange, Company agrees to the amounts as described in the sixth
Purchase Period.  Section 9.1 of the
Agreement shall be extended in accordance with Exhibit C-1.  


 

















 


The other provisions of the Agreement, not
amended by this Amendment, remain in full force and effect.  This Amendment may be executed in
counterparts and all such counterparts shall be treated as one and the same
document.


 


IN WITNESS WHEREOF, Company and Manufacturer
have executed this Amendment as of the date first above written.


 


	
  AMYLIN PHARMACEUTICALS, INC.

  	
  WOCKHARDT UK (Holdings) Ltd, formerly CP

  
	
   

  	
  PHARMACEUTICALS Ltd.

  
	
   

  	
   

  
	
  By: 

  	
  /S/ PAUL
  MARSHALL

  	
   

  	
  By: 

  	
  /s/ Sirjiwan
  Singh

  
	
  Name: 

  	
  Paul
  Marshall

  	
   

  	
  Name: 

  	
  Sirjiwan
  Singh

  
	
  Title: 

  	
  Sr. Vice
  President, Operations

  	
   

  	
  Title: 

  	
  Managing
  Director

  
	
  Date: 

  	
  01/28/2009

  	
   

  	
  Date: 

  	
  02/02/2009

  



 

















 


Exhibit C-1


 


Minimum Orders


 


	
  Purchase Period

  	
   

  	
  Date
  Range

  	
   

  	
  Minimum
  Quantity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Initial Period

  	
   

  	
  4-28-05 to 4-27-06

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2nd Period

  	
   

  	
  4-28-06 to 4-27-07

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3rd Period

  	
   

  	
  4-28-07 to 4-27-08

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4th Period

  	
   

  	
  4-28-08 to 4-27-09

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5th Period

  	
   

  	
  4-28-09 to 4-27-10

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6th Period

  	
   

  	
  4-28-10 to 9-30-11

  	
   

  	
  [***]

  



 


Amendment (effective January 23, 2009) to the Amended and Restated
Supply Agreement (effective 1 April 2008) provides for:


 


·                  addition of a 6th Period of [***] minimum quantity units.


·                  the total minimum quantity for the 5th and 6th Periods combined is [***] units.


·                  flexibility in the 5th and 6th Periods:


a.               5th Period minimum quantity can be lowered to not
less than [***] units in which case up to [***] minimum quantity units can
transfer to the 6th Period resulting in a minimum quantity of [***]
units for the 6th Period. 
Any minimum quantity shortfall below [***] units in the 5th Period will carry over and add to the [***]
minimum quantity in the 6th Period.


b.               if orders in the 5th Period exceed [***] units, the overage will be
applied to the 6th Period orders required to meet the 6th Period minimum quantity of [***] units.


 


***Confidential Treatment Requested