4. Amendment of Section 5.1 of the Agreement.Section 5.1 of the Agreement is hereby deleted in its entirety and replaced with the followingsection 5.1:“**5.1 Initial Purchase Order; Launch Quantities.**Within ten (10) days of the AmendmentDate, Purchaser shall deliver to Seller an initial binding order (the “Initial PurchaseOrder”) for [***] units of Product (the “Launch Quantities”) required for Purchaser’scommercial launch of the Product consistent with Purchaser’s then current Forecast.Subject to the terms of this Agreement , Seller shall supply the Launch Quantities toPurchaser within [***] days of Seller’s receipt of final FDA approval of the Product ANDA.Seller shall thereafter use Commercially Reasonable Efforts to supply Purchaser suchadditional quantities of the Product as ordered by Purchaser hereunder pursuant to Section5.3. All Launch Quantities shall have at least [***] of expiry dating remaining on suchProducts at the time of delivery to Purchaser. In order to ensure adequate inventory totimely deliver Purchaser’s anticipated needs for Launch Quantities, upon receipt of theInitial Purchase Order Seller shall promptly commence manufacture of [***] units of Productin such dosage strengths as requested by Purchaser (the “New Manufactured Lots”). Sellershall promptly notify Purchaser when it commences manufacture of the New Manufactured Lotsand provide Purchaser with the lot numbers for all units of Product in the New ManufacturedLots. If, prior to delivery to Purchaser, a portion of the New Manufactured Lots possessless than [***] of expiry dating remaining on such Products, Purchaser shall reimburseSeller [***] for each unit of Product in the New Manufactured Lots that possess less than[***] of expiry dating.”5. Amendment of Section 5.6.1 of the Agreement.Section 5.6.1 of the Agreement is hereby deleted in its entirety and replaced with the followingnew section 5.6.1:“**5.6.1**Notwithstanding anything herein to the contrary or anything to the contrary in anyPurchase Order or Forecast, Seller shall not be obligated to supply Purchaser (regardlessof amounts ordered by Purchaser), more than the Maximum Annual Product Units and, ifapplicable, the Quarterly Adjustment (as defined below) during a twelve month periodmeasured from the date of First Commercial Sale and on each anniversary of the FirstCommercial Sale. Without limiting the generality of the foregoing, any Purchase Order orForecast submitted by Purchaser hereunder for more than the Maximum Annual Product Unitsand, if applicable, the Quarterly Adjustment shall, to the extent of the excess, be deemedrejected by Seller, unless expressly accepted by Seller in writing.*** Certain confidential information contained in this document, marked with three asterisks, has been omittedand filed separately with theSecurities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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     “As used herein, “Maximum Annual Product Units” shall mean:     “For the first [***] following First Commercial Sale: [***] Units of Product,to be delivered to Purchaser as follows: [***] following First Commercial Sale;[***] following First Commercial Sale; and [***] following First Commercial Sale.     “For each annual period commencing on the [***] anniversary and eachsubsequent annual anniversary of the First Commercial Sale, [***] Units of Product,to be delivered at the rate of [***] Units of Product per [***].     “Subject to the foregoing provisions of this Section 5.6.1, commencing with the end ofthe [***] calendar quarter following First Commercial Sale, in the event Amphastar sellsmore than [***] Units of Product (including sales to Purchaser and any other Person) in anycalendar quarter, as measured by [***] or a comparable, independent third party reportingagency, Amphastar shall, at Watson’s request, increase its supply of Product to Watson inthe immediately following calendar quarter by up to the same percentage increase (the“Quarterly Adjustment”) by which Amphastar exceeded [***] total Units of Product sold;provided that, Amphastar shall have no obligation to supply Watson in any calendar quarterwith any Product in excess of [***] of the total combined units of Product, Lovenox® brandproduct, Authorized Generic Product and Competitive Product sold to Purchaser Customers(collectively, the “Retail Market Sales”) in the immediately preceding calendar quarter.For purposes of clarification and notwithstanding anything to the contrary, if at any timethe total of the Maximum Annual Product Units plus the then applicable Quarterly Adjustmentexceeds [***] of the Retail Market Sales in the immediate preceding calendar quarter (the“Supply Limit”), Amphastar shall have no obligation to supply Purchaser with any Product inexcess of the Supply Limit.     “From time to time, should Seller have additional manufacturing capacity to permit itto supply Products in excess of the Supply Limit, Purchaser may request and Seller shallreasonably consider Purchaser’s request to purchase additional Product quantities in excessof the Supply Limit; provided that, neither party shall have any obligation to agree to anyincrease of Product quantities in excess of the Supply Limit.”6. Scope of Amendment. Except as expressly and specifically amended hereby, all otherprovisions, terms and conditions of the Agreement shall remain unchanged and in full force andeffect.7. Counterparts. This First Amendment may be executed in several counterparts, each ofwhich shall be deemed and original, but all of which together shall constitute one*** Certain confidential information contained in this document, marked with three asterisks,has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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and the same instrument. Signatures delivered via facsimile or other electronic means shall havethe full force of an original signature.8. Definitions. Unless otherwise defined herein, capitalized terms shall have the meaningsas defined in the Agreement.IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute thisFirst Amendment as of the date first written above.         AMPHASTAR PHARMACEUTICALS, INC.           By: /s/ John Weber         Name: John Weber    Title: C.F.O.           ANDRX PHARMACEUTICALS, INC.,    d/b/a WATSON LABORATORIES — FLORIDA           By: /s/ Thomas R. Russillo         Name: Thomas R Russillo    Title: EVP and President, Generics Division  *** Certain confidential information contained in this document, marked with three asterisks, has been omitted and filed separately with the Securities andExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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