exv10w74



 









EXHIBIT 10.74





Addendum 1

to

LICENSE AND SUPPLY AGREEMENT



The LICENSE AND SUPPLY AGREEMENT on the DTPA products was made between AKORN, INC., a
company organized and existing under the laws of Louisiana with its principal office at 2500
Millbrook Drive, Buffalo Grove, Illinois 60089-4694, United States of America (“LICENSEE”) and
hameln Pharmaceuticals gmbh, Langes Feld 13, Hameln, Germany with effect of 11th
November 2004. On 1st January 2005, along with a company restructure, HAMELN PHARMA
PLUS GMBH, a company organized and existing under the laws of Germany with its principal
office at Langes Feld 13, D-31789 Hameln, Germany (“HAMELN”) took over the valid LICENSE AND
SUPPLY AGREEMENT from hameln Pharmaceuticals gmbh. The contract remains valid and unaffected
until today and in the future.



This ADDENDUM 1 to the LICENSE AND SUPPLY AGREEMENT of 11th November 2004 is made
and entered into this 1st day of October 2006, by and between HAMELN and LICENSEE.



WHEREAS,
HAMELN and LICENSEE have agreed to alter the original paragraph 8.2. Final Product
Price and 8.3. Payment of the LICENSE AND SUPPLY AGREEMENT of 11th November 2004 in
such a way as to allow in future to carry out all monetary transactions between the parties
solely in US Dollars. Therefore the following new wording has been agreed.




8. Prices and Terms





	8.2.	 	Final Product Prices






HAMELN shall supply the Products to LICENSEE in each calendar quarter hereunder at
prices which correspond to fifty percent (50%) of the Total Gross Sales Price actually
achieved in the market in such calendar quarter (“Final Product Price”), but in no
event shall the price of the Product be less than the then applicable Initial Transfer
Product Price as specified in Appendix B-2.




LICENSEE shall provide HAMELN with summary documentation of all sales transactions of
the Products in the previous calendar quarter no later than the 15th calendar day
following the close of each such quarter.




On delivery of each ordered batch, LICENSEE shall be invoiced with the Initial
Transfer Price as listed in the then applicable Appendix B-2.




LICENSEE will at any time within 5 days of receiving money from its customers for
single sales transactions in excess of US Dollar 250,000.00 (two hundred fifty thousand
US Dollars) perform all necessary calculations according to the formula:




Total Gross Sales of the single transaction

divided by two

less the number of Products invoiced from HAMELN to LICENSEE
during such transaction

times the then applicable Initial Transfer Price.



 









 











The sum calculated shall be paid by LICENSEE to HAMELN within the
next 5 working days (For reference purposes a sample calculation is
attached hereto as Appendix D).




At the end of every calendar quarter LICENSEE shall perform all necessary
calculations according to the following formula to determine the total
number of Products invoiced in that quarter and to determine the
respective total share for HAMELN:




Final Product Price of all transactions in the given quarter

divided by two

less the number of Products invoiced from HAMELN to LICENSEE during such

quarter

times the then applicable Initial Transfer Price

minus all sums calculated and already transferred for single transactions in
excess of

US Dollar 250.000,00.




(For reference purposes sample calculations are attached hereto as
Appendix D). The sum calculated shall be paid by LICENSEE to HAMELN no
later than thirty (30) calendar days after each calendar quarter (i.e.,
the end of each January, April, July and October during the term of this
Agreement).




	8.3.	 	Payment






All payments to be made pursuant to this Agreement shall be in US
Dollars. All invoices will be issued in US Dollars.




The terms of payment for Initial Transfer Price shall be within thirty
(30) days after date of invoice; which shall never be earlier than the
date of shipment of the corresponding Product.




Payment shall be affected by bank transfer to an account designated in
writing by HAMELN to LICENSEE.


IN WITNESS WHEREOF HAMELN and LICENSEE have caused this Addendum 1 to the
Agreement of 11th November 2004 to be executed by their duly
authorized representatives on the day and year first set forth above.




	 	 	 	 	 	 	 	 	 	 	 
	HAMELN PHARMA PLUS GMBH	 	 	 	AKORN, INC	 	 
	By:

	 	/s/ Stefan Gliwitzki
	 	 	 	By:
	 	/s/ Arthur S. Przybyl
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	STEFAN GLIWITZKI
	 	 	 	Name:
	 	ARTHUR S. PRZYBYL	 	 
	Title:

	 	Managing Director
	 	 	 	Title:
	 	Pres + CEO	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Jens Borner
	 	 	 	By:
	 	/s/ ABU ALAM	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	JENS BORNER
	 	 	 	Name:
	 	ABU ALAM	 	 
	Title:

	 	Marketing Manager
	 	 	 	Title:
	 	svp business development	 	 






 









 





     



ADDENDUM 1 to the LICENSE AND SUPPLY AGREEMENT of 11th November 2004

between HAMELN PHARMACETICALS GMBH and AKORN INC.




Appendix D




Example for calculation of Final Product Price




Valid
as of October 1st 2006




A given Quarter




1.
Delivery to AKORN in Quarter




	 	 	 	 	 
	Units delivered
	 	 	5.000	 
	Initial Transfer Price per unit
	 	$	50.00	 
	Invoice to AKORN
	 	$	250.000,00	 





2.
Single large by AKORN to the market in given Quarter




	 	 	 	 	 
	Number of units invoiced
	 	 	4.000	 
	Total Gross Sales Price
	 	$	2.000.000,00	 






3. Aggregate sales by AKORN to the market in given Quarter




	 	 	 	 	 
	Number of units invoiced
	 	 	4.200	 
	Total Gross Sales Price
	 	$	2.100.000,00	 





4. Formula for calculating Final Product Price for single large
sales transactions in excess of $250.000,00




	 	 	 	 	 	 	 	 	 
	Total Gross Sales Price of single transaction divided by two
	 	 	($2.000.000,00 /2)=	 	 	$	1.000.000,00	 
	less
	 	 	 	 	 	 	 	 
	the number
of Products invoiced from HAMELN to AKORN for this
transaction
	 	 	(4.000 * $50,00 ) =	 	 	$	200.000,00	 
	times the then applicable Initial Transfer Price
	 	 	 	 	 	 	 	 
	Equals
	 	 	 	 	 	$	800.000,00	 
	$800.000,00
are to be paid by AKORN to HAMELN within 5 days of receiving
payments from customers







4. Formula for calculating Final Product Price for
aggregate sales in Quarter




	 	 	 	 	 	 	 	 	 
	Total Gross Sales Price in quarter divided by two
	 	 	($2.100.000,00 /2)=	 	 	$	1.050.000,00	 
	less
	 	 	 	 	 	 	 	 
	the number of Products invoiced from HAMELN to AKORN
for sales transactions to market in quarter times the
then applicable Initial Transfer Price
	 	 	(4.200 * $50,00)=	 	 	$	210.000,00	 
	Equals
	 	 	 	 	 	$	840.000,00	 
	minus sum transferred for single transactions in
excess of $250,000.00 in this quarter
	 	 	 	 	 	$	800.000,00	 
	Equals
Total
	 	 	 	 	 	$	40.000,00	 
	$40.000,00 are to be paid by AKORN to HAMELN
within 30 days after close of the quarter
	 	 	 	 	 	 	 	 






	 	 	 	 	 	 
	5. Total payments from AKORN
to HAMELN in Quarter
	 	$	800.000,00	 	for large single transactions in excess of $250,000.00
	 
	 	$	40.000,00	 	for remaining sales activities in Quarter
	 
	 	 	 	 
	 
	 	$	840.000,00	 	Grandtotal






	 	 	 	 	 	 	 	 	 	 	 
	HAMELN PHARMA PLUS GMBH	 	 	 	AKORN, INC	 	 
	By:

	 	/s/ Stefan Gliwitzki
	 	 	 	By:
	 	/s/ Arthur S. Przybyl
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	STEFAN GLIWITZKI
	 	 	 	Name:
	 	ARTHUR S. PRZYBYL	 	 
	Title:

	 	Managing Director
	 	 	 	Title:
	 	Pres + CEO	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Jens Borner
	 	 	 	By:
	 	/s/ ABU ALAM	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	JENS BORNER
	 	 	 	Name:
	 	ABU ALAM	 	 
	Title:

	 	Marketing Manager
	 	 	 	Title:
	 	svp business development	 	 




 









 






     



Appendix B-2

Product List




Valid as of October 1st 2006




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Shelf Life	 	 	 	Initial Transfer Price	 	 
	Product /Strength	 	Presentation	 	(years)	 	one Unit	 	(US Dollar) per Unit	 	 
	Ca-DTPA 

200mg/ml 

10x5ml

	 	Ampoule
	 	 	10	 	 	10 ampoules

per pack
	 	$50 per pack
	 	
	Zn-DTPA 

200mg/ml 

10x5ml

	 	Ampoule
	 	 	10	 	 	10 ampoules

per pack
	 	$50 perpack
	 	






HAMELN PHARMA PLUS GMBH




	 	 	 	 	 	 	 	 	 	 	 
	HAMELN PHARMA PLUS GMBH	 	 	 	AKORN, INC	 	 
	By:

	 	/s/ Stefan Gliwitzki
	 	 	 	By:
	 	/s/ Arthur S. Przybyl
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	STEFAN GLIWITZKI
	 	 	 	Name:
	 	ARTHUR S. PRZYBYL	 	 
	Title:

	 	Managing Director
	 	 	 	Title:
	 	Pres + CEO	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Jens Borner
	 	 	 	By:
	 	/s/ Abu Alam	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	JENS BORNER
	 	 	 	Name:
	 	ABU ALAM	 	 
	Title:

	 	Marketing Manager
	 	 	 	Title:
	 	svp business development