exv10w14w2






EXHIBIT 10.14.2




AMENDMENT TO THE

DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT

BETWEEN

WYETH, ACTING THROUGH ITS WYETH CONSUMER HEALTHCARE DIVISION,

AND

IMPAX LABORATORIES, INC.



This Amendment, effective as of February 14, 2005 (the “Effective Date”), to the Development,
License and Supply Agreement, dated as of June 1, 2002 and amended by letters dated November 19,
2002, April 23, 2003 and May 15, 2003 and amendment dated July 9, 2004, for
Loratadine/Pseudoephedrine Combination Tablets (the “Agreement”) is entered into by and between
Wyeth, acting through its Wyeth Consumer Healthcare Division (hereinafter called “WCH”), and Impax
Laboratories, Inc. (hereinafter called “IMPAX”).




PURPOSE



WHEREAS, under the Agreement, IMPAX has agreed to supply WCH with D-24 Product (as defined in the
Agreement);



WHEREAS, IMPAX and WCH wish to terminate the Agreement with respect to the D-24 Product only, all
in accordance with the terms and subject to the conditions set forth in this Amendment.



NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained
herein and intending to be legally bound hereby, the parties hereby agree as follows:



1. Unless otherwise expressly defined herein, all capitalized terms used herein shall have the same
meaning as defined in the Agreement.



2. The Parties hereby agree that as of the Effective Date the Agreement shall be terminated with
respect to the D-24 Product only. All references to the D-24 Product and any provisions of the
Agreement which relate solely to the D-24 Product shall be deemed removed from the Agreement. Such
termination shall not give rise to the payment of any penalty, damages or indemnification by either
Party to the other Party and WCH shall have no further rights or obligations with respect to the
D-24 Product, including, without limitation, any right or license to use any of IMPAX Confidential
Information with respect to the D-24 Product. In full satisfaction of any and all obligations
(past, present or future) that WCH has or may have with respect to the D-24 Product under the
Agreement or otherwise, WCH agrees to pay IMPAX within thirty (30) days after the Effective Date,
and IMPAX agrees to accept, the sum of Three Hundred Thousand Dollars ($300,000). In consideration
of IMPAX executing this Amendment and agreeing to the terms herein, WCH agrees that IMPAX does not
have any further





 









 







obligations to WCH (past, present or future) with respect to the D-24 Product under the Agreement.
Nothing contained herein shall relieve either Party from its obligations to maintain
confidentiality under the Agreement.



3. All other terms and conditions of the Agreement are hereby confirmed and shall remain in full
force and effect. In the event of any conflict with the provisions of this Amendment and any of the
provisions of the Agreement, the provisions of this Amendment shall control.



IN WITNESS WHEREOF, the undersigned have executed this Amendment.



WYETH, acting through its Wyeth Consumer Healthcare Division




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	 	IMPAX LABORATORIES, INC.

 	 
	 	By:  	/s/ David S. Doll
 	 
	 	 	Name:  	David S. Doll 	 
	 	 	Title:  	Sr. Vice President,
Sales and Marketing 	 




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