Exhibit 10.25


 


CONFIDENTIAL TREATMENT REQUESTED:


 


Portions of this Exhibit have been redacted pursuant to a request
for confidential treatment under Rule 24b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended.  Such
redacted portions have been replaced with “{***}” in this
Exhibit.  An unredacted version of this document has
been filed separately with the Securities and Exchange Commission along with
the request for confidential treatment.


 


LifeHealth Limited

23 Winkfield Road

Windsor

SL4 4BA

UK

Attention: Stephen Jones


 


June 19, 2009


 


Dear Stephen:


 


In connection with the sale by Cambridge
Laboratories (Ireland) Limited (“Cambridge”) of its worldwide rights in
and to tetrabenazine and related assets (the “TBZ Business”) to Biovail
Laboratories International (Barbados) SRL (“Biovail”) (the “Transaction”),
we are writing to confirm our understanding on certain points relating to the
TBZ Business.


 


Reference is made to the Licence Agreement between
LifeHealth Limited (“Lifehealth”) and Cambridge, dated December 10,
1998 (the “1998 Lifehealth Licence”), as amended by Amendment No. 1,
dated 29 October 2002, Amendment No. 2, dated 31 March 2004, and
Amendment No. 3, dated 12 August 2004 (collectively, the “1998  Lifehealth Licence Amendments”, and the
1998 Lifehealth Licence, as amended by the 1998 Lifehealth Licence Amendments,
is referred to as the “1998 Amended Lifehealth Licence”), and the
Licence and Consent Agreement between Cambridge and Lifehealth, dated September 22,
2006 (the “2006 Lifehealth Licence”, and, the 2006 Lifehealth Licence
together with the 1998 Amended Lifehealth Licence is referred to as the “LifeHealth
Agreements”). Capitalized terms used but not otherwise defined herein shall
have the meanings attributed to them in the LifeHealth Agreements.


 


We confirm our commitment to proceed with the
development of a second indication for the controlled release formulation of
tetrabenazine (the “CR Formulation”), subject to our determination,
after satisfactory due diligence, that it is commercially and clinically
reasonable to so proceed. The exact indication to be developed will be
determined by agreement between Lifehealth and Biovail, after further review
and consideration, and may include tardive dyskinesia, dystonia or some other
indication. We also confirm that, conditional on the closing of the
Transaction, the costs associated with the development of the CR Formulation,
as between Lifehealth and Biovail, shall be shared as follows:


 


·                                          Development
costs associated with the CR Formulation for Tourette Syndrome will be shared
by Lifehealth and Biovail (in the manner contemplated by the LifeHealth
Agreements);


 

















 


·                                          Biovail will be responsible
for {***}† associated with the clinical development in the United States of the
second indication of the CR Formulation and such costs will not be {***}† Total
Net Receipts for the purposes of calculating {***}†;


 


·                                          Lifehealth and Biovail will
share the costs associated with the galenical development in the United States
of the second indication of the CR Formulation (in the manner contemplated by
the LifeHealth Agreements); and


 


·                                          As regards the development
and regulatory costs associated with the exploitation of the second indication
of the CR Formulation in jurisdictions outside of the United States, Lifehealth
and Biovail will share all such costs (in the manner contemplated by the
LifeHealth Agreements).


 


We also wish to confirm to you our commitment to
growing the TBZ Business on a worldwide basis. In that regard, and without
prejudice to the provisions of clause 9.4 of the 1998 Lifehealth Licence,
Biovail agrees to use commercially reasonable efforts to exploit tetrabenazine
in jurisdictions outside of the United States, subject to our reasonable
determination that such activities are commercially reasonable on a market by
market basis.


 


	
  Yours
  sincerely,

  	
   

  
	
   

  	
   

  
	
  /s/
  MICHEL CHOUINARD

  	
   

  
	
   

  	
   

  
	
  Michel
  Chouinard

  	
   

  
	
  Chief
  Operating Officer, Biovail Laboratories International SRL

  	
   

  



 






† Represents material which has been redacted
and filed separately with the Securities and Exchange Commission pursuant to a
request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.


 


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