2nd Amendment to Captisol Supply Agreement



 Exhibit 10.102 
 2nd Amendment to the 
 CAPTISOL® SUPPLY AGREEMENT 

dated as of 

December 20, 2002 and amended July 29, 2005 
 BY AND BETWEEN 
 CYDEX, INC. 

AND 

THE HOVIONE GROUP 
 Dated as of March 1, 2007 







 2ND AMENDMENT TO THE CAPTISOL® SUPPLY AGREEMENT 

THIS 2ND AMENDMENT TO THE CAPTISOL SUPPLY AGREEMENT (the
“Agreement”) is entered into as of March 1, 2007, by and between: 
 (1) CYDEX, INC., a Delaware corporation with an
office at 10513 W. 84th Terrace, Lenexa, Kansas, 66214 (“Cydex”), and 
 (2) HOVIONE LLC, a New Jersey limited liability
company with an office at 40 Lake Drive, East Windsor, New Jersey, 08250 (“Agent”), acting as exclusive sales agent for the USA for the manufacturers, HOVIONE FARMACIENCIA S.A., a Portuguese corporation (“Hovione SA”), and
HOVIONE PHARMASCIENCE LIMITED, a Macau corporation (“Hovione limited”), and acting as exclusive sales agent for the project manager HOVIONE INTERNATIONAL LIMITED, a Hong Kong corporation with an office at 172 Gloucester Road,
Wanchai, Hong Kong (“Hovione International”), jointly and severally. Agent, Hovione SA, Hovione limited, and Hovione International are collectively referred to herein as “Hovione”). 

This 2nd Amendment to the Captisol Supply Agreement is hereafter referred to as the “Amendment No. 2”. 

BACKGROUND 
 Both parties declare that the original intent of the Agreement entered into has been and remains valid. The parties desire to amend the Agreement to clarify that Hovione has neither used nor will use any
debarred or convicted person in the performance of its obligations under the Agreement. 
 AGREEMENTS 

NOW, THEREFORE, in consideration of the mutual promises hereinafter made and the mutual benefits to be derived from this Amendment
No. 2, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 

 

	1.	Definitions. All capitalized terms used herein shall have the meaning given to them in the Agreement, unless otherwise defined herein. 


 

	2.	Amendment to Section 8.2. Section 8.2 of the Agreement is hereby amended to add a new subclause (v) that read as follows:


  

	 	“(v)	In addition to the foregoing, HOVIONE warrants and represents to CYDEX that it has not nor will it use in any capacity the services of any persons debarred or convicted
under 21 U.S.C. Section 335(a) or 335(b) in manufacturing and supplying CAPTISOL.” 









	3.	Governing Law. This Amendment No. 2 shall be construed in accordance with the laws of the State of Delaware in the United States of America, without giving
effect to the principles of conflicts of law thereof. 

  

	4.	Continuing Effect. Nothing in this Amendment No. 2 is meant to subvert or otherwise alter the rights and obligations of either Hovione or CyDex under the
Agreement, except as and to the extent expressly stated herein. 

  

	5.	Counterparts. This Amendment No. 2 may be executed in multiple counterparts, each of which shall be an original as against any party whose signature appears
thereon but each of which together shall constitute one and the same instrument. 

 Signature Page to Follow








 IN WITNESS WHEREOF, the parties, through their authorized representatives, have duly
executed this Amendment No. 2 as of the date first written above. 
  

			
	CyDec, Inc.
		
	By:	 	 /s/ Allen K. Roberson

	Name:	 	 Allen K. Roberson

	Title:	 	 Vice President

	Date:	 	 March 5, 2007

	
	Hovione LLC
		
	By:	 	 /s/ David P. Hoffman

	Name:	 	 David P. Hoffman

	Title:	 	 President U.S. Operations

	Date:	 	 09 Mar. 2007

	
	Hovione Farmaciencia S.A.
		
	By:	 	 /s/ Noé Carreira

	Name:	 	 Noé Carreira

	Title:	 	 Director

	Date:	 	 12 March 2007

	
	Hovione Pharmascience Limited
		
	By:	 	 /s/ Luis Gomes

	Name:	 	 Luis Gomes

	Title:	 	 General Manager

	Date:	 	 Taizhou 9 March 07

	
	Hovione International Limited
		
	By:	 	 /s/ G. Villax

	Name:	 	 G. Villax

	Title:	 	 Chief Executive

	Date:	 	 9 March 2007



Signature Page to Amendment No. 2 to the Captisol Supply Agreement