exv10w1






Exhibit 10.1


CERTAIN
CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION
OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION
REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES
EXCHANGE ACT OF 1934.






Amendment #1 to

Manufacturing Services Agreement

Between Patheon Inc. and Avanir Pharmaceuticals, Inc.




     WHEREAS Patheon Inc. (“Patheon”) and Avanir Pharmaceuticals , a California corporation,
entered into a Manufacturing Services Agreement (the “MSA”) effective as of January 4, 2006;



     WHEREAS, in March 2009, Avanir Pharmaceuticals reincorporated as Avanir Pharmaceuticals, Inc.,
a corporation existing under the laws of Delaware (“Avanir”);



     AND WHEREAS Patheon and Avanir wish to amend the MSA as set forth in this Amendment #1;



     NOW THEREFORE in consideration of the premises hereof and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledges by the parties, the
parties hereby agree that the MSA is amended as follows:




	1.	 	Amendments to MSA




The parties agree to the following amendments:





	 	(i)	 	All references to “Avanir Pharmaceuticals, a corporation existing under the
laws of California” shall be replaced by “Avanir Pharmaceuticals Inc., a corporation
existing under the laws of Delaware.”
	 
	 	(ii)	 	All references in the MSA to “Neurodex” shall be deleted and replaced with
“Zenvia.” For clarity, the definition of “Product” in Section 1.1 shall not be
amended.
	 
	 	(iii)	 	In Section 1.1, the definition “Manufacturing Site” shall be deleted and
replaced with the following:
	 
	 	 	 	“Manufacturing Site” means the facility owned and operated by Patheon that is
located at [***].
	 
	 	(iv)	 	In Section 13.11, the addresses for the parties shall be amended as follows:





	 	 	 	 	 	 	 

	 

	 	Avanir Pharmaceuticals, Inc.
	 	 	 	Patheon Inc.
	 

	 	101 Enterprise Ct, Suite 300
	 	 	 	2100 Syntex Court
	 

	 	Aliso Viejo, CA 92656
	 	 	 	Mississauga, Ontario L5N 7K9
	 
	 	 	 	 	 	 
	 

	 	Attention:
	 	 	 	Attention: Legal Department
	 

	 	Fax No:
	 	 	 	Fax No: 905 812-6613







	 	(v)	 	Schedule B shall be deleted in its entirety and replaced with the Schedule B
attached hereto.
	 
	 	(vi)	 	Schedule G (the Form of Quality Agreement) shall be deleted in its entirety and
replaced with the Quality Agreement attached hereto, which has been revised and
executed effective as of January 19, 2010.




 









 












	 	(vii)	 	Schedule I shall be deleted in its entirety and replaced with the Schedule I
attached hereto.






	2.	 	Conflicts, Use of Terms. In the event of conflict between the terms and conditions of the
MSA and the terms and conditions of this Amendment # 1, the terms of conditions of this
Amendment # 1 shall control. Terms not otherwise defined herein shall have the meanings set
forth in the MSA.
	 
	3.	 	No Other Modifications. Except as provided above, the terms and conditions of the MSA remain
unchanged.
	 
	4.	 	Execution in Counterparts. This Amendment #1 may be executed in two counterparts, by
original or facsimile signature, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
	 
	5.	 	Governing Law. This Amendment #1 shall be construed and enforced in accordance with the laws
of the State of New York. The parties expressly agree that the UN Convention of Contracts for
the International Sale of Goods shall not apply to this Amendment #1.





     IN WITNESS WHEREOF, the parties have caused this Amendment # 1 to be duly executed, effective
as of the 19th day of January, 2010.



ACCEPTED AND ACKNOWLEDGED




	 	 	 	 	 	 	 	 	 	 	 

	AVANIR PHARMACEUTICALS, INC.	 	 	 	PATHEON INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Per:

	 	/s/
Christine G. Ocampo 	 	 	 	Per:	 	/s/
Deborah Rak	 	 
	 

	 	Name: Christine G. Ocampo
	 	 	 	 	 	Name: Deborah Rak	 	
	 

	 	Title: Vice President, Finance
	 	 	 	 	 	Title: Vice President, Toronto Regional
Operations	 	 






 









 






Schedule B

to the Manufacturing Services Agreement

between Patheon Inc. and Avanir Pharmaceuticals, Inc.




Annual Volume, Run Quantity and Fees



Bulk packaged Capsules



[***]




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Scenario	 	1	 	2
	Year	 	1	 	2	 	3	 	1	 	2	 	3
	Annual Qty ([***] capsules)	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	Run Qty ([***] capsules)

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Run Qty (batches)

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Price per [***] Bulk capsules (USD)

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]






[***] Strength




	 	 	 	 	 	 	 
	Scenario	 	2
	Year	 	1	 	2	 	3
	Annual Qty ([***] capsules)	 	[***]	 	[***]	 	[***]
	Run Qty ([***]capsules)

	 	[***]
	 	[***]
	 	[***]
	Run Qty (batches)

	 	[***]
	 	[***]
	 	[***]
	Price per [***] Bulk
capsules (USD)

	 	[***]
	 	[***]
	 	[***]






 









 






Schedule G

to the Manufacturing Services Agreement

between Patheon Inc. and Avanir Pharmaceuticals, Inc.




SCHEDULE G



QUALITY AGREEMENT



 









 





Schedule I

to the Manufacturing Services Agreement

between Patheon Inc. and Avanir Pharmaceuticals, Inc.




SCHEDULE I



ACTIVE MATERIAL REIMBURSEMENT VALUE


For the purposes of the Agreement, the parties agree that the Active Material Reimbursement Value
shall be as follows:




	 	 	 	 	 	 	 	 	 
	PRODUCT 	 	ACTIVE MATERIAL 	 	 	ACTIVE MATERIAL	 
	 	 	 	 	 	REIMBURSEMENT VALUE 

($USD)*	 
	 	 	 	 	 	 	 
	[***] Bulk [***]
	 	Dextromethorphan 

Hydrobromide	 	$[***] per kilogram
	 	 	 	 	 	 	 	 	 
	 
	 	Quinidine Sulfate	 	$[***] per kilogram








 




			
	*	 	These prices are subject to change. The parties shall amend this Schedule I to reflect any
change in the price of the Active Materials charged by Avanir’s suppliers, provided satisfactory
documentation of such change is provided to and accepted by Patheon.