Exhibit 10.8


		
			Exhibit 10.8
		

		
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			SECOND AMENDMENT TO 
		

		
			SUPPLY AND DISTRIBUTION AGREEMENT
		

		
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			This Second Amendment modifies the Supply and Distribution Agreement by and between Kadmon Pharmaceuticals, LLC, a Pennsylvania Limited Liability Company (“KADMON”), with its principal place of business at 119 Commonwealth Drive, Warrendale, PA 15086 and Camber Pharmaceuticals, Inc., a Delaware company (“CAMBER”), with its principal place of business at 1031 Centennial Avenue, Piscataway, NJ 08854, effective as of February 23, 2016 and amended on May 20, 2016 (collectively, the “Agreement”).  Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement.  
		

		
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			RECITALS
		

		
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			WHEREAS, KADMON and CAMBER previously entered into the Agreement for the purposes of marketing, selling and distributing the Products in the Territory; 
		

		
			WHEREAS, CAMBER has Regulatory Approval to manufacture, sell, and distribute the Products identified in the revised Product Appendix attached hereto, and has, either directly or through its Affiliates, the capability to manufacture the Products;
		

		
			WHEREAS, KADMON wishes to obtain commercial supplies of the Products identified in the revised Product Appendix attached hereto from CAMBER for distribution by KADMON in the Territory; and
		

		
			WHEREAS,  CAMBER desires to appoint KADMON, and KADMON desires to accept such appointment by CAMBER, as a Distributor for the purposes of marketing, selling and distributing the Products identified in the revised Product Appendix attached hereto in the Territory, subject to the terms and conditions of the Agreement.
		

		
			NOW, THEREFORE, in consideration of the representations, warranties and covenants set forth herein, the Parties agree to amend the Agreement as follows:
		

			
	
			
				 1.
			

			
	
			
			This Amendment shall become effective the date it is fully executed by both parties (the “Effective Date”).




		
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				 2.
			

			
	
			
			Exhibit A of the Agreement shall be replaced with the revised Exhibit A attached hereto.




		
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				 3.
			

			
	
			
			Exhibit D of the Agreement shall be replaced with the revised Exhibit D attached hereto. 




		
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				 4.
			

			
	
			
			To the extent not otherwise changed or affected by this Amendment, both Parties agree that all terms, conditions, provisions and/or covenants included in the original Agreement will continue to have the same force and effect intended.




		
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		[signature page to follow]
		

		
			IN WITNESS WHEREOF, the parties hereto have each caused this Amendment to be executed by their duly authorized officers.
		

		
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						KADMON PHARMACEUTICALS, LLC

				
	
					
						 

					
						 

					
						 

					
						By:________________________________

					
						Name & Title:  Eva Heyman, Chief Commercial Officer

					
						Date: March 22, 2017

					
						 

					
						 

				
	
					
						CAMBER PHARMACEUTICALS, INC.

				
	
					
						 

					
						 

					
						 

					
						By:________________________________

					
						Name & Title:

				
	
					
						Date:

				



		
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			Exhibit A: Product Appendix
		

		
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						Product

					
					
						Dosage

					
					
						Unit

					
					
						NDC

				
	
					
						Tetrabenazine

					
					
						12.5MG

					
					
						112 CT

					
					
						31722-821-11

				
	
					
						Tetrabenazine

					
					
						25MG

					
					
						112 CT

					
					
						31722-822-11

				
	
					
						Valganciclovir

					
					
						450MG

					
					
						60 CT

					
					
						31722-832-60

				
	
					
						ABACAVIR

					
					
						300MG

					
					
						60 CT

					
					
						31722-557-60

				
	
					
						ENTECAVIR

					
					
						0.5MG

					
					
						30 CT

					
					
						31722-833-30

				
	
					
						ENTECAVIR

					
					
						0.5MG

					
					
						90 CT

					
					
						31722-833-90

				
	
					
						ENTECAVIR

					
					
						1MG

					
					
						30 CT

					
					
						31722-834-30

				
	
					
						LAMIVUDINE

					
					
						100MG

					
					
						60 CT

					
					
						31722-752-60

				
	
					
						LAMIVUDINE

					
					
						150MG

					
					
						60 CT

					
					
						31722-753-60

				
	
					
						LAMIVUDINE

					
					
						300MG

					
					
						30 CT

					
					
						31722-754-30

				
	
					
						LAMIVUDINE/

					
						ZIDOVUDINE

					
					
						150MG/300MG

					
					
						60 CT

					
					
						31722-506-60

				



		
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			Exhibit D: Pricing
		

		
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						Product

					
					
						Dosage

					
					
						Unit

					
					
						NDC

					
					
						Price

				
	
					
						Tetrabenazine

					
					
						12.5MG

					
					
						112 CT

					
					
						31722-821-11

					
					
						$500.00 per unit

				
	
					
						Tetrabenazine

					
					
						25MG

					
					
						112 CT

					
					
						31722-822-11

					
					
						$950.00 per unit

				
	
					
						Valganciclovir

					
					
						450MG

					
					
						60 CT

					
					
						31722-832-60

					
					
						$726.00 per unit

				
	
					
						ABACAVIR

					
					
						300MG

					
					
						60 CT

					
					
						31722-557-60

					
					
						$94.00 per unit

				
	
					
						ENTECAVIR

					
					
						0.5MG

					
					
						30 CT

					
					
						31722-833-30

					
					
						$126.86 per unit

				
	
					
						ENTECAVIR

					
					
						0.5MG

					
					
						90 CT

					
					
						31722-833-90

					
					
						$400.59 per unit

				
	
					
						ENTECAVIR

					
					
						1MG

					
					
						30 CT

					
					
						31722-834-30

					
					
						$126.86 per unit

				
	
					
						LAMIVUDINE

					
					
						100MG

					
					
						60 CT

					
					
						31722-752-60

					
					
						$122.29 per unit

				
	
					
						LAMIVUDINE

					
					
						150MG

					
					
						60 CT

					
					
						31722-753-60

					
					
						$35.09 per unit

				
	
					
						LAMIVUDINE

					
					
						300MG

					
					
						30 CT

					
					
						31722-754-30

					
					
						$35.09 per unit

				
	
					
						LAMIVUDINE/

					
						ZIDOVUDINE

					
					
						150MG/300MG

					
					
						60 CT

					
					
						31722-506-60

					
					
						$46.78 per unit

				



		
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