**Exhibit 10.13(d)**

** **

**AMENDMENT**

**TO THE**

**LICENSE AND COLLABORATION AGREEMENT**

This Amendment(the “Amendment”) entered into effective as of December 21, 2006 (the “AmendmentEffective Date”) to the License and Collaboration Agreement, effective asof June 23, 2005 (the “License and Collaboration Agreement”), by andbetween Alkermes, Inc. (“Alkermes”) and Cephalon, Inc. (“Cephalon”),witnesseth that (capitalized terms used but not defined herein shall have themeaning set forth in the License and Collaboration Agreement):

**RECITALS:**

WHEREAS, pursuantto the License and Collaboration Agreement, the Parties agreed, among otherthings, that, until December 31, 2007, Alkermes was responsible for cumulativeDistributable Losses up to One Hundred Twenty Million Dollars ($120,000,000)and Cephalon was responsible for cumulative Distributable Losses in excess ofOne Hundred Twenty Million Dollars ($120,000,000); and

WHEREAS, Alkermesand Cephalon have now agreed to amend the terms and conditions governingresponsibilities for Distributable Losses for the period from August 1, 2006through December 31, 2006.

NOW, THEREFORE, inconsideration of the premises and the mutual covenants and agreements set forthherein, and other good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, the Parties agree as follows:

**1.****                                     **Section9.3 shall be amended and restated to read as follows:

“**9.3                        Profit Sharing.**  Subject to Sections 9.3.1, 9.3.2 and 9.3.3below, Cephalon shall receive or pay, as applicable, [**] percent ([**]%) ofthe Distributable Profit (Loss) for the Products with respect to sales in theTerritory, and Alkermes shall receive or pay, as applicable, [**] percent ([**]%)of the Distributable Profit (Loss) for the Products with respect to sales inthe Territory, to be calculated and paid in accordance with the reconciliationand payment provisions of Section 9.5.

**9.3.1               AlkermesObligations.** Notwithstanding the foregoing, but subject to Section 9.3.3, for theperiod from the Effective Date until the later of (a) December 31, 2007 or (b)the date eighteen (18) months after the first Regulatory Approval of a Productin the Territory, Alkermes shall be responsible for the payment of monthlyDistributable Losses up to an aggregate amount equal to the Distributable LossCap.  The “Distributable Loss Cap” shallmean the sum of (i) cumulative Distributable Losses up to One Hundred Twenty 

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**Portions of this exhibit have been omitted and havebeen filed separately pursuant to an application for confidential treatmentfiled with the Securities and Exchange Commission pursuant to Rule 24b-2 underthe Securities Exchange Act of 1934, as amended.

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Million Dollars ($120,000,000) paid by Alkermes (and not reimbursed byCephalon pursuant to Section 9.3.3) and (ii) Four Million Six Hundred FourThousand One Hundred Ninety-Eight Dollars ($4,604,198).

**9.3.2               CephalonObligations.** Notwithstanding the foregoing, but subject to Section 9.3.3, for theperiod from the Effective Date until the later of (a) December 31, 2007 or (b)the date eighteen (18) months after the first Regulatory Approval of a Productin the Territory, Cephalon shall be responsible for the payment of monthlyDistributable Losses exceeding, in the aggregate, the Distributable Loss Cap.

**9.3.3               DistributableLosses From August 1, 2006 to December 31, 2006.**  Notwithstanding Sections 9.3.1 and 9.3.2,Cephalon Incurred Shared Expenses for the period from August 1, 2006 toDecember 31, 2006 shall be borne solely by Cephalon, shall be excluded fromcumulative Distributable Losses paid by Alkermes pursuant to Section 9.3.1 andshall not count against the Distributable Loss Cap.  If, prior to the Amendment Effective Date,any Cephalon Incurred Shared Expenses for the period from August 1, 2006 toDecember 31, 2006 were included in any calculation of monthly DistributableLosses for such period and paid by Alkermes to Cephalon in accordance withSection 9.5(iii)(B), then promptly after the Amendment Effective Date Cephalonshall reimburse such amounts to Alkermes and such amounts shall be excludedfrom cumulative Distributable Losses paid by Alkermes pursuant to Section 9.3.1and shall not count against the Distributable Loss Cap.  For the avoidance of doubt, Alkermes IncurredShared Expenses for the period from August 1, 2006 to December 31, 2006 shallcontinue to be included in the calculation of monthly Distributable Losses forthe period from August 1, 2006 to December 31, 2006.”

**2.****                                     **Anew Section 9.5(iv) shall be added to the License and Collaboration Agreementand shall read as follows:

“Notwithstanding anything to the contrary herein, forthe period August 1, 2006 through December 31, 2006, Cephalon shall pay theCephalon Incurred Shared Expenses and shall reimburse Alkermes for the CephalonIncurred Shared Expenses paid to Cephalon by Alkermes as set forth in Section9.3.3, and any such costs paid or reimbursed by Cephalon shall be excluded fromcumulative Distributable Losses paid by Alkermes pursuant to Section 9.3.1 andshall not count against the Distributable Loss Cap.  For the avoidance of doubt, Alkermes IncurredShared Expenses for this period shall 

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continue to be included in the calculation of monthlyDistributable Losses.”

**3.****                                     **Section9.5(iii)(B) shall be amended and restated to read as follows:

“Except as set forth in Section 9.5(iv) and subject toadjustment as set forth in 9.5(iii)(C) below, if there is a Distributable Lossduring any month in the period from the Effective Date until the later of (a)December 31, 2007 or (b) the date eighteen (18) months after the firstRegulatory Approval of a Product in the Territory, then neither Partyindividually shall have a profit during such month and Alkermes shall bear theDistributable Loss as follows:”

**4.****                                     **Section9.5(iii)(C) shall be amended and restated to read as follows:

“If the cumulative Distributable Loss paid by Alkermes(and not reimbursed by Cephalon pursuant to Section 9.3.3) from all months inwhich there is a Distributable Loss, during the period from the Effective Dateuntil the later of (a) December 31, 2007 or (b) the date eighteen (18) monthsafter the first Regulatory Approval of a Product in the Territory, exceeds theDistributable Loss Cap, then the amounts payable to Cephalon under Section9.5(iii)(B) above shall be reduced and/or the amounts payable by Cephalon underSection 9.5(iii)(B) above shall be increased, as applicable, so that Cephalonbears the amount of such cumulative Distributable Loss in excess of theDistributable Loss Cap.”

**5.****                                     **Exceptas specifically amended herein, all provisions of the License and CollaborationAgreement shall remain in full force and effect in accordance with theirterms.  In the event of a conflictbetween the provisions of the License and Collaboration Agreement and those ofthis Amendment, this Amendment shall control. This Amendment, together with the License and Collaboration Agreement,represents the entire agreement between the Parties regarding the subjectmatter hereof, and there are no prior or contemporaneous written or oralpromises or representation relating to this subject not incorporated herein,including the Binding Term Sheet between the Parties dated October 17,2006.  No amendment or modification ofthe terms and conditions of this Amendment shall be binding on either Partyunless reduced to a writing referencing this Amendment and signed by anauthorized officer of the Party to be bound.

**6.****                                     **ThisAmendment may be executed in two or more counterparts, each of which shall bedeemed an original for all purposes, but all of which together shall constituteone and the same instrument.  ThisAmendment may be executed 

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and delivered by facsimile and upon such delivery thefacsimile signature will be deemed to have the same effect as if the originalsignature had been delivered to the other Party.

**7.****                                     **ThisAmendment shall be governed by and construed in accordance with the Laws of theState of Delaware (other than its choice of law principles).

***[Signature page follows]***

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IN WITNESSWHEREOF, each of the Parties has caused this Amendment to be executed anddelivered by its duly authorized representatives to be effective as of the dateset forth above.
| **ALKERMES, INC.** | **CEPHALON,  INC.** |
|--------------------|---------------------|
|               |                |
|               |                |
| By:                | /s/ Michael Landine |   | By: | /s/ J. Kevin Buchi |   |
| Name:              | Michael Landine     | Name: | J. Kevin Buchi |
| Title:             | Vice President      | Title: | Executive Vice President & CFO |
|                    |                     |  |  |  |  |

 

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