exv10w2






EXHIBIT 10.2




Execution Copy




AMENDMENT 2

To

MANUFACTURING AND SUPPLY AGREEMENT

Between

ALTUS PHARMACEUTICALS INC.

And

LONZA LTD.




          THIS AMENDMENT 2 (the “Amendment”) effective as of August 19, 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, as amended pursuant to Amendment 1 thereto (as so amended, the “Agreement”);
and




          WHEREAS, the parties wish to amend the Agreement further (i) to provide for certain additional
payments from Altus to Lonza and (ii) to establish a [***] for the timing of the [***] and the
costs associated with any changes to [***].




          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.	 	The Parties acknowledge that the manufacture of the [***] of [***] has been completed, that
the manufacture of the [***] of [***] has been initiated and that additional work has been
performed by Lonza with regard to the [***]. Altus agrees to make an additional payment to
Lonza (a) for the time between the [***] of the [***] and the [***] of the [***] of [***] and
(b) for [***] of work undertaken in connection with the [***] of [***], in the amount of [***]
within thirty (30) days of the date upon which both parties have executed this Amendment.
	 
	2.	 	The Parties have established a joint steering committee (the “Joint Steering Committee”) in
order to fulfill the objectives of the Agreement and to create a forum for communication
relating to activities being undertaken pursuant to the Agreement. The Joint Steering
Committee will discuss and agree on the appropriate amount of time between completion of the
[***] and the initiation of the [***] for [***] (the “Agreed-to Interim Period”). In the
event that there is a [***] in [***] the [***] of the [***] for the [***] beyond the Agreed-to
Interim Period, the Joint Steering Committee will promptly determine, prior to the [***] of
[***] such [***], whether the [***] was
caused by [***] or [***]. If the [***] is caused [***]
by [***], then [***] shall pay [***] a [***] fee for [***] of such [***] at the rate set forth
below. In the event that the [***] is caused by [***], then [***] shall pay [***] for [***]
of the [***] caused by [***], less the [***] of [***] for which the [***] is also caused by
[***]. If a [***] is caused by a [***] of the Joint Steering Committee to [***], the [***]
shall be [***] the party or parties causing [***]. For example, if the [***] is [***], of
which [***] are caused [***] and [***] are caused [***], then [***] will [***] the fee for
[***]. As another example, if the [***] is [***], of which [***] are caused [***], but [***]
of [***] are








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.



 









 






	 	 	[***] caused [***], then [***] will [***] the fee for [***]. The [***] fee payable by [***]
will be [***] [***].
	 
	3.	 	The Parties acknowledge that [***] manufactured an [***] of the [***] in addition to those
originally contemplated in the Agreement in order to [***] of the [***]. [***] agrees to make
an [***] to [***] for such [***] in the amount of [***] within thirty (30) days of the date
upon which both parties have executed this Amendment.
	 
	4.	 	As provided in the Agreement, [***] will manufacture [***] of [***]. For [***], [***] will
[***] to [***] a [***] of [***] upon the [***] of the manufacturing of [***] of such [***] to
[***]. Whether [***] has occurred will be [***] by the [***] of [***] at [***], the [***]
where [***] occurs, and the [***]. The Parties will use [***] to reach agreement on [***]
following completion of the [***]. In the event that the Parties are unable to [***], the
matter shall be submitted to [***]. Such [***] shall determine whether [***], including
without limitation [***], and the parties agree that [***] shall be [***] and [***]. The
Party [***] shall [***] of the [***].
	 
	5.	 	[***] will [***] to [***] a [***] of [***] upon the [***] on or prior to [***] of a [***] by
the [***] with, if necessary, a [***] acceptable
to [***] that (a) addresses any [***] or [***]
required by the [***] and (b) does not [***] the [***] or [***] the [***]. In the event that
the [***] does not perform the [***] on or prior to [***], [***] will in [***] consider a
reasonable [***] of the [***].
	 
	6.	 	Upon execution, this Amendment 2 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 and all other payments shall be made solely in
accordance with the Agreement, as amended..





          IN WITNESS WHEREOF, the parties hereto have executed or caused this Amendment 2 to be executed
by their respective officers or other representatives duly authorized.




	 	 	 	 	 	 	 
	Altus Pharmaceuticals Inc. 	 	Lonza Ltd 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Burkhard Blank
	 	By:
	 	/s/ Dr. Michael Petersen
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	Burkhard Blank
	 	Name:
	 	Dr. Michael Petersen
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	Executive Vice President
	 	Title:
	 	Head Bus. Dev. Biochemicals
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	August 18, 2008
	 	By:
	 	/s/ Gerard Romeder
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Gerard Romeder
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Director, Sales and Bus. Dev
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Date:
	 	September 24, 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.