exv10w28



 





EXHIBIT 10.28




***Text Omitted and Filed Separately

with the Securities and Exchange Commission.

Confidential Treatment Requested

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

and 240.24b-2.




January 11, 2008




Three Rivers Pharmaceuticals, LLC

301 Commerce Park Drive

Cranberry Township, PA 16066




Ladies and Gentlemen:



Reference is made to the Asset Purchase Agreement (the “Agreement”) dated as of December 19, 2007
by and between Valeant Pharmaceuticals North America (“Seller”) and Three Rivers Pharmaceuticals,
LLC (“Buyer”). Capitalized terms used herein without definition shall have the meaning ascribed to
them in the Agreement.





	1.	 	Allocation Schedule. Notwithstanding any provision of Section 1.7 of the Agreement,
Buyer and Seller agree that Buyer shall prepare and deliver to Seller the Allocation as
promptly as practicable but in no event later than the day that [...***...] after the Closing
Date. The Allocation shall become final and binding on the parties, unless Seller notifies
Buyer within fifteen (15) days after receipt of such Allocation of Seller’s disagreement with
such Allocation. In the event Seller timely notifies Buyer of such disagreement, the parties
shall resolve such disagreement in the manner described in Section 9.3 of the Agreement. All
provisions of Section 1.7 of the Agreement shall remain in full force and effect as modified
hereby.






	2.	 	Additional Assumed Contracts. The parties agree that [...***...], shall be deemed to be set forth in
Section 1.1(a)(iv) of the Seller Disclosure Letter. The parties further agree that [...***...], shall be deemed to be set forth in Section
1.1(a)(iv) of the Seller Disclosure Letter.






	3.	 	Reference to Exhibits in the Agreement. The parties agree that each of the Bill of
Sale, the General Assignment, the Patent Assignment, the Trademark Assignment and the
non-foreign person certificate referenced in Section 2.2(e) of the Agreement to be delivered
at Closing pursuant to Sections 2.2 and 2.3 of the Agreement shall be substantially in the
forms attached to the Agreement as Exhibit B, Exhibit C, Exhibit D, Exhibit E and
Exhibit F, respectively. The parties acknowledge that the foregoing exhibits are incorrectly
referenced in Section 2.2 of the Agreement as Exhibit C, Exhibit D, Exhibit E, Exhibit F and
Exhibit G, respectively.






	4.	 	Section 5.10(b)(i)(A) and Section 5.10(b)(i)(B) of the Seller Disclosure Letter.
Attached as Annex 1 and Annex 2 hereto are Section 5.10(b)(i)(A) and Section
5.10(b)(i)(B) of the Seller Disclosure Letter updated as of the close of business on
January 11, 2008. The





***Confidential
Treatment Requested




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	 	 	parties agree that Seller shall not be required to update Section
5.10(b)(i)(A) and Section 5.10(b)(i)(B) of the Seller Disclosure Letter for any
event or change occurring after January 11, 2008.






	5.	 	Miscellaneous.





     (a) Seller and Buyer hereby acknowledge and agree that this letter agreement constitutes an
amendment to the Agreement in accordance with Section 9.5 of the Agreement.



     (b) Each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or
words of like import referring to the Agreement shall mean and be a reference to the Agreement as
amended by this letter agreement.



     (c) Each reference to the Agreement in the Ancillary Agreements and any other ancillary
agreement entered into pursuant to or in connection with the Agreement shall mean and refer to the
Agreement as amended by this letter agreement.



     (d) This letter agreement shall be governed by and construed in accordance with the laws of
the State of New York without regard to its conflicts of laws principles that would mandate the
application of the laws of another jurisdiction.



     (e) This letter may be executed in two or more counterparts, each of which shall be deemed to
be an original, but all of which shall constitute one and the same agreement. Each of the parties
agrees to accept and be bound by facsimile or PDF signatures hereto.



     (f) Any dispute, controversy or claim arising under, out of or in connection with this letter
agreement or the breach, termination or validity thereof shall be referred to and finally settled
by arbitration in accordance with the terms of Section 9.3 of the Agreement.



[Remainder of page intentionally left blank.]




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     If the agreements and understandings contained in this letter agreement are acceptable to
Buyer, please indicate such approval by signing this letter in the space indicated below and return
a fully executed copy of this letter to Seller.



	 	 	 	 	 
	 	Sincerely,



Valeant Pharmaceuticals North America

 	 
	 	By:  	
/s/Timothy C. Tyson	 
	 	 	Name:  	Timothy
C. Tyson	 
	 	 	Title:  	President
and CEO	 
	 



	 	 	 	 	 
	Accepted and Agreed



Three Rivers Pharmaceuticals, LLC

 	 	 
	By:  	
/s/Donald J. Kerrish	 	 
	 	Name:  	Donald
J. Kerrish	 	 
	 	Title:  	President and CEO	 	 



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Annex 1




Section 5.10(b)(i)(A)



For [...***...] following the Closing, Seller shall be financially and legally
responsible for all Liabilities associated with any Product Returns for any Infergen sold by Seller
prior to the Closing Date.



***Confidential
Treatment Requested





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Annex 2




Section 5.10(b)(i)(B)



Each of Buyer and Seller shall be financially and legally liable for Product Returns out of the
Lots set forth below to the extent of Products sold out of these Lots by it.




LOT

NUMBER

[...***...]

[...***...]

[...***...]



***Confidential
Treatment Requested




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