**Exhibit 10.5**

** **

***Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. Section 200.80(b)(4)

And 240.24b-2

 

**THIRD AMENDMENT TO SUPPLY AGREEMENT**

 

THIS THIRD AMENDMENT to the Supply Agreement originally made andentered into as of October 1, 2003, by and between Amylin Pharmaceuticals, Inc.(“AMYLIN”) and Mallinckrodt Inc. (“MALLINCKRODT”), as amended effective on andas of January 1, 2006 and February 12, 2007, is made and entered intobetween AMYLIN and MALLINCKRODT effective on and as of January 1, 2008.

 

WHEREAS, the parties desire to amend the aforementioned SupplyAgreement for the third time in certain respects,

 

NOW, THEREFORE, the parties hereto agree as follows:

 

1.                                       Section 1.19of the Supply Agreement shall be deleted in its entirety, and replaced by thetext set forth immediately below:

 

“Exenatide Drug” means finished formulated dosage drug productcontaining Product.”

 

2.                                       Section 1.28of the Supply Agreement shall be amended by removing the period at the end ofthe sentence, replacing it with a comma and adding the words “which shall beidentified by a specific lot number assigned by MALLINCKRODT.”

 

3.                                       Section 1.32will be deleted in its entirety and, to avoid difficulties with references inthe Supply Agreement, the subsections of Section 1 that follow will not berenumbered.  As a consequence of thedeletion of Section 1.32, the phrase “Normal Lot quantity,” as it appearsin Section 2.2 of the Supply Agreement shall be deleted.

 

4.                                       Allreferences to ‘Exenatide Injection Drug” will be replaced with references to “ExenatideDrug”.

 

5.                                       Clause (iv) ofSection 2.3 of the Supply Agreement shall be deleted in its entirety, andreplaced by the text set forth immediately below to be inserted immediatelyafter clause (iii) of Section 2.3:

 

“(iv)  during each of the fourth and fifth Contract Years, either (A) atleast [***] percent ([***]%) of the total quantity of Product purchased byAMYLIN during each of such Contract Years for the manufacture of Exenatide Drugfor commercial sale anywhere in the world where MALLINCKRODT has authorizedreference of its Drug Master File for Product or (B) [***] ([***])[***] ofProduct, whichever is greater, and

 

----

***CONFIDENTIALTREATMENT REQUEST(ED)**

** **

----

 

(v)  during the sixth Contract Year and every subsequent ContractYear thereafter, at least [***] ([***])[***] of Product.”

 

6.                                       Clauses (v) and(vi) of Section 2.4 shall be deleted in their entirety and thefollowing text shall be inserted in Section 2.4 of the Supply Agreementafter the end of clause (iv):

 

“(v) if in any given Contract Year the amount of Product orderedfor delivery is greater than [***] ([***])[***] but less than [***]([***])[***], the price per gram will be $[***],

 

(vi)  if in any given Contract Year the amount of Product orderedfor delivery is greater than or equal to [***] ([***])[***] but less than [***]([***])[***], the price per gram will be $[***],

 

(vii) if in any given Contract Year the amount of Product orderedfor delivery is greater than or equal to [***] ([***])[***] but less than [***]([***])[***], the price per gram will be $[***], and

 

(viii) if in any given Contract Year the amount of Product orderedfor delivery is greater than or equal to [***] ([***])[***], the price per gramwill be $[***].”

 

7.                                       Theexisting text of Section 2.8 of the Supply Agreement shall be deleted inits entirety and replaced with a new text as set forth below:

 

“On the first day of each calendar [***] (i.e., [***]) during the termhereof, AMYLIN shall submit to MALLINCKRODT, in writing, a rolling forecast forProduct covering production of Product hereunder for a [***] ([***])[***]period beginning on the first day of the calendar [***] commencing after thefirst day of the calendar [***] on which any such rolling forecast is to besubmitted (e.g., if a forecast is submitted on [***], the [***] ([***])[***]forecast period will begin on the following [***]).  The first [***] of any rolling forecastsubmitted by AMYLIN shall be binding and, therefore, in no event shall AMYLINpurchase less than [***] percent ([***]%) of the quantity of Product forecastedfor the first quarter of such rolling forecast. The second [***] of any rolling forecast submitted by AMYLIN shall bepartially binding to the extent that in no event shall AMYLIN purchase lessthan [***] percent ([***]%) of the quantity of Product forecasted for thesecond [***] of such rolling forecast. The balance of any rolling forecast (i.e., the portion of the forecastcovering the last [***] ([***]) calendar [***]) shall not be binding and willbe utilized by MALLINCKRODT for production planning purposes only, but in allcircumstances AMYLIN shall act in 

 

----

***CONFIDENTIALTREATMENT REQUEST(ED)**

 

2

----

 

good faith and with reasonable care to submit rolling forecasts forProduct which are as accurate as possible under the circumstances.  If ordered by AMYLIN pursuant to thisAgreement, MALLINCKRODT agrees that it will be able to produce for AMYLIN (A) inany [***] ([***]) calendar [***] at least [***] ([***])[***] of Product and (B) inany single calendar [***] at least [***] ([***])[***] of Product.  MALLINCKRODT agrees to use commerciallyreasonable efforts to produce additional quantities of Product if ordered byAMYLIN pursuant to this Agreement; however, notwithstanding the foregoingprovisions of this Section 2.8 or the contents of any rolling forecastsubmitted by AMYLIN to MALLINCKRODT, in no event shall MALLINCKRODT be requiredto produce for AMYLIN in any relevant period more than the quantities ofProduct set forth in the immediately preceding sentence unless specificallyagreed to by MALLINCKRODT by its written acceptance of an AMYLIN Purchase Ordercontaining such excess quantities.”

 

8.                                       InSection 7.1 of the Supply Agreement replace “five (5) Contract Years”,with “nine (9) Contract Years”, thereby extending the initial term of the SupplyAgreement by an additional four (4) years.

 

9.                                       Insection 7.2(v) of the Supply Agreement replace “fourth (4th)”with “eighth (8th)”, with the effect that the termination right setforth in Section 7.2(v) may not be exercised until after the elapseof the eighth (8th) Contract Year.

 

10.                                 Exhibit Bof the Supply Agreement (as added by the parties pursuant to their secondamendment to the Supply Agreement effective February 12, 2007) shall bedeleted in its entirety, and replaced with the updated Exhibit B attachedhereto as Schedule A.

 

Except as expressly amended herein, all of the other terms of theSupply Agreement shall remain unchanged and in full force and effect.

 

IN WITNESS WHEREOF, the parties hereto have executed this ThirdAmendment to Supply Agreement effective as of the day above written.

 
|   | Amylin Pharmaceuticals, Inc. |
|--------|-----------------------------------|
|   |                              |   |
|   | By:                               | /s/ Paul Marshall; 6/16/2008 |
|   |                              | Paul Marshall |
|   |                              |  Vice President, Operations |
|   |                              |   |
|   | Mallinckrodt Inc.                 |
|   |                              |   |
|   | By:                               | /s/ Richard C. Proehl; 5/12/08 |
|   |                              | Richard C. Proehl |

 

----

***CONFIDENTIALTREATMENT REQUEST(ED)**

 

3

----

 

###### **EXHIBIT B**

###### ** **

### **PRODUCTSPECIFICATIONS**

 

Purchase Specification AC2993 (Mallinckrodt)

 
| [***]                                                                          |   | [***]                                                                                                                                                                                                                                                                                           |   | [***]  |
|--------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|                                                                           |   |                                                                                                                                                                                                                                                                                            |   |   |
| [***]                                                                          |   | [***]                                                                                                                                                                                                                                                                                           |   | [***]  |
|                                                                           |   |                                                                                                                                                                                                                                                                                            |   |   |
| Ala  Arg  Asx  Glx  Gly  His  Ile  Leu  Lys  Met  Phe  Pro  Ser  Thr  Trp  Val |   | [***] mole ratio  [***] mole ratio  [***] mole ratio  [***] mole ratio  [***] mole ratio  [***] mole ratio  [***] mole ratio  [***] mole ratio  [***] mole ratio  [***] mole ratio  [***] mole ratio|  [***] mole ratio  [***] mole ratio  [***] mole ratio  [***] mole ratio  [***] mole ratio |   | [***]  |
|                                                                           |   |                                                                                                                                                                                                                                                                                            |   |   |
| [***]                                                                          |   | [***] Daltons                                                                                                                                                                                                                                                                                   |   | [***]  |
|                                                                           |   |                                                                                                                                                                                                                                                                                            |   |   |
| [***]                                                                          |   | Consistent with [***]                                                                                                                                                                                                                                                                           |   | [***]  |
|                                                                           |   |                                                                                                                                                                                                                                                                                            |   |   |
| [***]                                                                          |   | [***]%[***]                                                                                                                                                                                                                                                                                     |   | [***]  |
|                                                                           |   |                                                                                                                                                                                                                                                                                            |   |   |
| [***] acid [***] by [***]                                                      |   | [***]%[***]                                                                                                                                                                                                                                                                                     |   | [***]  |
|                                                                           |   |                                                                                                                                                                                                                                                                                            |   |   |
| [***]  [***]                                                                   |   | [***]%[***]                                                                                                                                                                                                                                                                                     |   | [***]  |
|                                                                           |   |                                                                                                                                                                                                                                                                                            |   |   |
| [***]  [***]  [***]  [***]  [***]  [***]                                       |   | [***]%[***]  [***]%[***]  [***]%[***]  [***]%[***].  [***]%[***]                                                                                                                                                                                                                                |   | [***]  |

 

----

***CONFIDENTIALTREATMENT REQUEST(ED)**

 

----

 
| [***]                                                  |   | [***]                                                                                            |   | [***]  |
|--------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------|--------|--------|
|                                                   |   |                                                                                             |   |   |
| [***]  [***]                                           |   | [***]% [***]                                                                                     |   | [***]  |
|                                                   |   |                                                                                             |   |   |
| [***]  [***]  [***]  [***]  [***]  [***]  [***]  [***] |   | [***]% [***]  [***]% [***]  [***]% [***]  [***]% [***]  [***]% [***]  [***]% [***]  [***]% [***] |   | [***]  |
|                                                   |   |                                                                                             |   |   |
| [***] by [***]                                         |   | [***]% - [***]% of [***]  ([***]%):  [***]% - [***]% [***]                                       |   | [***]  |
| [***]                                                  |   | [***]% [***]                                                                                     |   |   |
| [***]                                                  |   | [***]% [***]                                                                                     |   | [***]  |
| [***]                                                  |   | [***]% [***]                                                                                     |   |   |
| [***]                                                  |   | [***]% [***]                                                                                     |   |   |
|                                                   |   |                                                                                             |   |   |
| [***]                                                  |   | [***] ppm [***]  Report individual values                                                   |   | [***]  |
|                                                   |   |                                                                                             |   |   |
| [***]                                                  |   | [***]                                                                                            |   | [***]  |
|                                                   |   |                                                                                             |   |   |
| [***]                                                  |   | [***]                                                                                            |   | [***]  |
|                                                   |   |                                                                                             |   |   |
| [***]                                                  |   | Report Result                                                                                    |   | [***]  |
|                                                   |   |                                                                                             |   |   |
| [***]                                                  |   | [***] at [***] mg/mL in [***]                                                                    |   | [***]  |
|                                                   |   |                                                                                             |   |   |
| [***]                                                  |   | [***] – [***]%                                                                              |   | [***]  |

 

----

***CONFIDENTIALTREATMENT REQUEST(ED)**

 

----