EX-10.25





 Exhibit 10.25 

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE HORIZON THERAPEUTICS PLC HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO HORIZON THERAPEUTICS PLC IF PUBLICLY DISCLOSED. 

FIFTH AMENDMENT TO COMMERCIAL SUPPLY AGREEMENT 

THIS FIFTH AMENDMENT TO THE AGREEMENT (“Fifth Amendment”) is entered into effective as of this 31st day of August 2016 (“Fifth Amendment
Effective Date”) by and between Horizon Pharma Ireland Limited (“HPIL”), an Irish company, and Bio-Technology General (Israel) Ltd., an Israeli company (“BTG” and together collectively
with HPIL, “Parties”, and each individually a “Party”). 
 WHEREAS, HPIL and BTG are party to a Commercial Supply Agreement dated
March 20, 2007, as amended or supplemented on September 24, 2007, January 24, 2009, July 1, 2010, July 30, 2008 and March 21, 2012 (“Agreement”). 

WHEREAS, on December 14, 2015, BTG sent a notice of termination of the Agreement to Crealta Pharmaceuticals LLC (“Termination Notice”).

 WHEREAS, on January 13, 2016, affiliates of HPIL completed the acquisition of Crealta Pharmaceuticals LLC and, immediately thereafter, the
Agreement was assigned from Crealta Pharmaceuticals LLC to HPIL. 
 WHEREAS, BTG desires to rescind its Termination Notice and continue to
manufacture the Product for HPIL. 
 NOW, THEREFORE, in consideration of the mutual agreements, covenants and conditions hereinafter set forth
and in accordance with Section 14.08 of the Agreement, the Parties hereby mutually agree to modify the terms of the Agreement as follows: 
  

	 	1.	 Definitions. All of the Definitions contained in Article 1 of the Agreement shall have the same meanings
herein unless specifically stated otherwise, Any capitalized terms not specifically defined herein, shall have the same meaning ascribed to them as set forth in the Agreement. 



 

	 	2.	 Termination Letter. BTG hereby withdraws the Termination Notice and HPIL hereby accepts such withdrawal
of the Termination Notice, 


  

	 	3.	 Term: Section 11.01 of the Agreement is deleted and replaced in its entirety with the following:



 “This Agreement shall be in effect from the Effective Date and shall continue in effect until
December 31, 2030, unless earlier terminated pursuant to a Notice served by either Party in accordance with Section 11.02 (“Initial Term”), subject to extension pursuant to the following sentence. This Agreement shall renew
automatically following the initial Term for successive three (3) year periods, unless earlier terminated pursuant to a Notice served by either Party in accordance with Section 11.02 (each, a “Renewal Term”). The “Term”
shall mean the initial Term and any and all Renewal Terms. 
  

	 	4.	 Elective Termination: Section 11.02(i) is deleted in its entirety and replaced with the following:



 “(i) After January 1, 2024, either Party may terminate this Agreement at any time during
the Term by giving at least three (3) years’ advance Notice to the other Party.” 
  

	 	5.	 Batches, Orders, Capacity: With respect to the Agreement, the Parties agree as follows:



  

	 	a.	 Section 5.01 is deleted in its entirety. 



 

	 	b.	 Annually, HPIL is obligated to order and pay for at least [***] batches of approximately [***] grams of Product
per batch per year from BTG. 


  

	 	c.	 HPIL shall order batches in multiples of [***], and BTG shall manufacture each such batch to have approximately
[***] grams of Product. 



  
 [***] = CERTAIN
CONFIDENTIAL INFORMATION OMITTED 
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	 	d.	 Annually, BTG shall reserve sufficient capacity to manufacture at the Facility at least [***] batches of
Product and each such batch shall have approximately [***] grams of Product. 


  

	 	6.	 Price: Exhibit E to the Agreement is amended by adding the following provision immediately after (iii):



 As and from [***], for each calendar year and excluding costs charged separately by BTG as set forth in the Agreement
or otherwise mutually agreed by the Parties in writing, the Price of the Product shall be as follows (assuming that each such batch has approximately [***] grams of Product): 
  

	 	•	 	 If Horizon orders a total of [***] batches during an applicable calendar year then the price per gram for Product
shall be USD [***]. 


  

	 	•	 	 If Horizon orders at total of [***] or [***] batches during an applicable calendar year, then the price per gram
for Product shall be USD [***]. 


  

	 	•	 	 If Horizon orders a total of [***] or more batches during an applicable calendar year, then the price per gram
for Product shall be USD [***]. 


  

	7.	 No Modification: Except as expressly provided for herein, the Agreement shall remain in full force and
effect without amendment. If there is any conflict or inconsistency between this Fifth Amendment and the Agreement, this Fifth Amendment shall prevail, The Agreement, as modified by this Amendment, contains the entire agreement between the Parties
hereto with respect to the subject matter contemplated herein and shall not be modified or amended except by a written instrument signed by both Parties hereto. 



***SIGNATURE PAGE FOLLOWS*** 

  
 [***] = CERTAIN
CONFIDENTIAL INFORMATION OMITTED 
 2 













 IN WITHNESS WHEREOF, each Party has caused this Fifth Amendment to be executed on its behalf by a
duly authorized representative effective as of the Fifth Amendment Effective Date. 
  

									
	Horizon Pharma Ireland Limited	 		 	Bio-Technology General (Israel) Ltd.
					
	By:	 	 /s/ David G. Kelly
	 		 	By:	 	 /s/ Michel Pettigrew

	Name:	 	David G. Kelly	 		 	Name:	 	Michel Pettigrew
	Title:	 	Director	 		 	Title:	 	Board Member
				
		 		 		 	Bio-Technology General (Israel) Ltd.
					
		 		 		 	By:	 	 /s/ Tal Levi

		 		 		 	Name:	 	Tal Levi
		 		 		 	Title:	 	General Manager


  
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