Letter Agreement



 Exhibit 10.60 

 

			
	



	  	 Maria Harris

Counsel,
 Pharmaceuticals,
Europe

	  
	  

 April 20, 2010 
 Norwich Pharmaceuticals, Inc. 
 6826 State Highway 12 

Norwich, NY 13815 
 Attention: Christopher R.
Calhoun, President 
 Dear Mr. Calhoun: 
 Reference is made to the Contract Manufacturing Services Agreement between Procter & Gamble Pharmaceuticals, Sarl (“PGP”) and Norwich Pharmaceuticals, Inc., dated
January 30, 2006, as amended on July 11, 2006 (the “Agreement”). Capitalized terms used herein but not defined herein shall have the meaning assigned to such terms in the Agreement. 

As you may be aware, in a transaction that closed on October 30, 2009 (the “Transaction”), The Procter & Gamble Company
sold its global prescription pharmaceuticals business, including PGP, to Warner Chilcott PLC (“Warner Chilcott”). As a result of the Transaction, PGP became a wholly-owned subsidiary of Warner Chilcott. In connection with such
Transaction, we will assign the Agreement to Warner Chilcott Company, LLC, an Affiliate of PGP, effective May 1, 2010. As a result, on and after May 1, 2010, Warner Chilcott Company, LLC will be the counterparty to the Agreement and PGP
will no longer be a party to the Agreement (the “Assignment”). 
 The parties hereto acknowledge and agree that Agreement shall
be amended as follows: 
  

	 	•	 	 All references to “Procter & Gamble Pharmaceuticals, Sarl” shall be replaced with references to “Warner Chilcott Company,
LLC” and references to “P&G” shall be replaced with references to “Warner Chilcott”, 


  

	 	•	 	 Section 3.12 of the Agreement is amended by deleting the text and replacing such text with the following: 



““Product(s)” means the products listed on Schedule A and any other products agreed to in writing by the parties
from time to time.”, 
  

	 	•	 	 Section 9 of the Agreement is amended by deleting the text and replacing such text with the following: 



“9. FAILURE TO PERFORM: In the event Warner Chilcott requests performance of Contract Manufacturing Services hereunder and NPI is
unable or unwilling to perform said Contract Manufacturing Services for reason(s) within NPI Control, or should NPI consistently and continually fail to meet Warner Chilcott’s quantity requirements, or NPI consistently fails to meet NPI’s
Product Specifications, manufacturing standards, standards for quality assurance or release procedures, or should NPI fail to perform as described in Article 5.3 or 
 100 Enterprise Drive n Rockaway, New Jersey 07866 
 Phone: (973) 442-3378        Fax: (973) 442-3310        800-521-8813 









 

 

  

 Article 6.8, or NPI experiences a significant quality systems failure including but not
limited to receipt of an FDA warning letter or its Territory equivalent, Warner Chilcott has the unequivocal right, upon notice, to enter NPI’s Norwich Plant for the sole purpose of conducting an inspection and audit and NPI agrees to cooperate
with Warner Chilcott in this event by making NPI personnel available to Warner Chilcott and its personnel. In addition, notwithstanding the provisions of Section 4.3, Warner Chilcott shall be free to purchase all or any portion of its Product
requirements from any available source, or to move production into another of NPI’s facilities or to an alternate contract manufacturer should NPI fail to perform or should Warner Chilcott anticipate a failure to perform as evidenced by
objective criteria and measures of performance for NPI required Contract Manufacturing Services hereunder. Warner Chilcott will provide NPI with a 10 business days notice of such an anticipated failure to perform and the opportunity to avoid or
correct in a manner acceptable to Warner Chilcott such anticipated failure to perform.” 
  

	 	•	 	 Section 34 of the Agreement is amended by deleting the P&G Notice information and replacing such text with the following:



 “Warner Chilcott Company, LLC 
 100 Enterprise Drive 
 Rockaway, NJ 07866 

Attention: General Counsel” 

Except as specifically set forth herein, nothing contained herein is intended to, or shall be deemed to, alter, amend or modify any of the rights or
obligations of the parties under the Agreement. This letter agreement shall be construed in accordance with and governed by the laws of the State of New York, without regard to the conflicts of laws rules thereof. 

Please acknowledge the Assignment and your acceptance of, and agreement with, the terms of this letter agreement by executing this letter agreement in
the spaces set forth below. 
  

	
	Very truly yours,
	
	 /s/ Maria Krasnikow Harris

	Maria Krasnikow Harris
	Counsel, Pharmaceuticals, Europe


 100
Enterprise Drive n Rockaway, New Jersey 07866 
 Phone: (973)
442-3378        Fax: (973) 442-3310        800-521-8813 

  








 Acknowledged and Agreed: 
 Norwich Pharmaceuticals, Inc. 
  

			
	By:	 	 /s/ Authorized Representative

		 	Name:
		 	Title:

 100 Enterprise Drive n Rockaway, NJ 07866 
 Phone: 973-442-3200 Fax: 973-442-3362 







 Schedule A 
  

			
	  
 95090001
 58046417
 95365063
 98758655
 98777035
	  	Actonel 5 mg
		
	95089953
 58046411
 95272350
	  	Actonel 30 mg
		
	95090003
 95010514
 95365211
	  	Actonel 35 mg
		
	95053234
 98575582
	  	Actonel 150 mg
		
	95912056	  	Actonel 75 mg
	95945042	  	Asacol UK 800mg printed
	98578979	  	Libertas 35 mg
	80077003	  	Actonel 30mg 30’s Canada Trade
	15893454	  	Didronel 200 mg Gran Export
	15857838	  	Didronel 400 mg Gran Export
	15823051	  	Didronel 400 mg Gran
	15121219	  	Full Service Bulk Calcium sold to Europe


100 Enterprise Drive n Rockaway, NJ 07866 

Phone: 973-442-3200 Fax: 973-442-3362