exv10w1






EXHIBIT 10.1




AMENDMENT 1

To

MANUFACTURING AND SUPPLY AGREEMENT

Between

ALTUS PHARMACEUTICALS INC.

And

LONZA LTD.




          THIS AMENDMENT NO. 1 (the “Amendment”) effective as of June 30, 2008 (the “Effective Date”),
is between by and between Altus Pharmaceuticals Inc., a Delaware corporation with its principal
place of business located at 640 Memorial Drive, Cambridge, MA 02139 (“Altus”), and Lonza
Ltd, a Swiss corporation having offices at Muenchensteinerstrasse 38, CH-4002 Basel,
Switzerland (“Lonza”). Each of Altus and Lonza may be referred to herein individually as a “Party”
and collectively as the “Parties”. All capitalized terms not defined in this Amendment shall have
the same meaning as in the Agreement (defined below).




          WHEREAS, Altus and Lonza are parties to a Manufacturing and Supply Agreement entered into as
of November 16, 2006 (the “Agreement”); and




          WHEREAS, the parties wish to amend the
Agreement (i) to provide for the [***] of [***]
obligation to [***] in [***] and (ii) to [***] the [***] upon which [***] will provide an [***] in
[***] for Bulk Product Components to be manufactured in [***].




          NOW, THEREFORE, in consideration of the premises contained herein and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:





	1.	 	In the event that Lonza and a [***] a [***] or a [***] to [***] and/or [***] at least a [***]
in each of [***] and [***] in [***] (such [***] to begin approximately during the [***] of
[***], the Parties agree that [***] obligation [***] the [***] of [***] and the [***] of [***]
in [***], as set forth in Section 3.3 of the Agreement
is hereby [***] until [***] (the
“[***]”). Such [***] shall be added to [***] obligations to [***] in [***]. In addition,
[***] shall have [***] under Section 6.2(c) to [***] the [***] associated with such [***].
	 
	2.	 	The Parties agree that Altus may provide the [***] due in the [***] of [***] on [***] instead
of on [***].
	 
	3.	 	Upon execution, this Amendment 1 shall be made a part of the Agreement and shall be
incorporated by reference. Except as provided herein, all other terms and conditions of the
Agreement shall remain in full force and effect.





[Signatures appear on the following page]




Portions
of this Exhibit are omitted and have been filed separately with the
Secretary of the Commission
pursuant to the Registrant’s
application requesting confidential treatment under Rule 24b-2
of the Exchange Act.




 









 








          IN WITNESS WHEREOF, the parties hereto have executed or caused this Amendment No. 1 to be
executed by their respective officers or other representatives duly authorized.




	 	 	 	 	 	 	 
	Altus Pharmaceuticals Inc. 	 	Lonza Ltd 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Jill E. Porter
	 	By:
	 	/s/ Thomas Keppler
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	Jill E. Porter
	 	Name:
	 	Thomas Keppler
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	Vice President, Process Development
	 	Title:
	 	Head of Patent Department
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	July 24, 2008
	 	By:
	 	/s/ Yves Kesch
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Yves Kesch
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Legal Counsel
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Date:
	 	17 July 2008
	 

	 	 	 	 	 	 








-2-





Portions
of this Exhibit are omitted and have been filed separately with the
Secretary of the Commission
pursuant to the Registrant’s
application requesting confidential treatment under Rule 24b-2
of the Exchange Act.