exv10w13w3






EXHIBIT 10.13.3




     XXXXX INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED.
ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.



Teva Pharmaceuticals Curaçao N.V.

Schottegatweg Oost 29 D

Curaçao

Netherlands Antilles




March 24, 2005




Impax Laboratories, Inc.

Attention: Barry Edwards, CEO

121 New Britain Blvd.

Chalfont, Pennsylvania 18914





			
	Re:	 	Strategic Alliance Agreement between Impax Laboratories, Inc.
(“Impax”) and Teva Pharmaceuticals Curaçao N. V.
(“Teva”)
effective June 27,
2001, as amended (“Agreement”).




Dear Barry:




     This letter sets forth our mutual agreement to amend, such amendment to be given effect from
and after January 1, 2005 (the “Effective Date”), certain terms and conditions of the Agreement
that relate to Net Sales, as such term is used in the Agreement. Defined terms used and not
otherwise defined herein have the respective meanings assigned to them in the Agreement. Except as
specifically provided herein, the Agreement shall remain in fill force and effect.



     (1) In consideration of our mutual agreement, Impax and Teva, intending to be legally bound,
hereby agree, such agreement to be effective from and after the Effective Date, that the definition
of “Net Sales” set forth in Section 1.4.26 of the Agreement is replaced with the following:




     “Net Sales” shall mean, on a Product-by-Product basis, the aggregate gross
sales (“Gross Sales”) amount invoiced by Teva (or its Affiliates) for



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Products sold on an arms-length basis in the Territory, less the following deductions
relating to such Product sales:




     a) XXXXX percent (XXXXX%) of Gross Sales, in respect of prompt pay discounts provided
by Teva (and its Affiliates) to its customers;




     b) an agreed upon percent per Product as specified in Attachment A to this amendment,
of Gross Sales for any adjustments for the reason of price adjustments, promotional
payments, billing adjustments, shortages, rejected goods and damaged goods. Such
percentages shall be estimated within thirty (30) days before launch of each new Product
and annually readjusted by Teva, subject to approval by Impax, which such approval shall
not be unreasonably withheld, based on market conditions;




     c) charge-backs, prime vendor rebates, administrative fee arrangements reimbursements,
and similar payments to wholesalers and other distributors, buying groups, health care
insurance carriers, pharmacy benefit management companies, health maintenance
organizations, other institutions or health care organizations or other customers,
determined by Teva on an accrual basis based on good faith estimates at the time of sale;




     d) XXXXX percent (XXXXX%) of Gross Sales for any state or federal Medicare, Medicaid
or similar programs related to rebates or other price reductions provided, based on sales
by Teva and its Affiliates to any governmental or regulatory authority in respect of such
state or federal Medicare, Medicaid or similar programs;




     e) XXXXX percent (XXXXX%) of Gross Sales, in respect of customer returns; and




     f) XXXXX percent (XXXXX%) of Gross Sales, in respect of selling, administrative and
other similar expenses of Teva.




In the event that Teva or its Affiliates sell Products as part of a bundle or group sale
with other products not covered by this Agreement, and Teva or its Affiliates provide a
discount, allowance or rebate to the purchaser of such products based on the invoiced
prices for all products sold, such discount must be allocated by Teva pro-rata based on the
selling prices of such products before taking into account the discount, allowance or
rebate on Products provided as part of such bundle. A transaction in which a customer must
purchase products in excess of a certain volume threshold to obtain discount, allowance or
rebate regardless of what products may be purchased is not a bundled sale even if a
particular customer purchases more than one type of product to achieve the specified
volume. The amounts calculated pursuant to this paragraph shall not be duplicative of
amounts calculated in accordance with clauses (a) through (f) above.








     Within
ninety (90) days after the end of each calendar year in which Teva (or its
Affiliates) sell any Product the Parties agree to allow for a “true up”







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reconciliation (and provide Impax a written report of such reconciliation) of the
deductions from Gross Sales for each such Product. The “true up” reconciliation shall be
based on actual credits issued and estimates for those incurred related to the reported
invoiced sales, but not yet issued for amounts as outlined in clause (c) of the definition
of “Net Sales”. If the foregoing reconciliation report shows either an underpayment by Teva
to Impax or an overpayment by Teva to Impax, Impax shall pay Teva the amount of the
overpayment, or Teva shall pay Impax the amount of the underpayment (whichever shall be
applicable) within thirty (30) days of the date of its receipt of the report. In addition
to such reconciliation report, the chief financial officer of Teva or its Affiliate, Teva
Pharmaceuticals USA, Inc. shall provide Impax with a certification (in a form substantially
similar to that of Attachment B), that all information included in such report is complete
and accurate in all material respects, to the best of his knowledge and belief. Once Teva
sends to Impax the reconciliation report, Teva shall not make any further adjustments to
Net Sales or Impax Margin for the related calendar year.”



     (2) The Parties agree to amend Section 11.3 of the Agreement to insert the following after the
first sentence:




“In addition to such report, the chief financial officer of Teva or its Affiliate, Teva
Pharmaceuticals USA, Inc. shall provide Impax with a certification (in a form substantially
similar to that of Attachment B), that all information included in such report is complete
and accurate in all material respects, to the best of his knowledge and belief.”



     (3) The Parties agree to replace Section 11.8 of the Agreement in its entirety with the
following:








“Teva and Impax shall calculate and record Net Sales, Manufacturing Costs, Profit, Impax
Margin, Revised Impax Margin, Optional Territory Fee, Regulatory Expenses and/or
Intellectual Rights Legal Expenses in accordance with the Agreement, and shall maintain all
books and records related thereto for the period required by Applicable Law or a period of
seven (7) years from the date of the record’s creation, whichever is longer.”







     (4) Impax hereby acknowledges that Teva and its Affiliates have not, with respect to periods
ending on or prior to December 31, 2004, acted in bad faith in their accounting for Net Sales under
the Agreement.



     (5) Teva agrees to cooperate with Impax to provide reasonable and necessary information in
order to enable Impax, on a quarterly basis, to verify Net Sales and Impax Margin, including the
chargeback accrual as defined in clause (c) of the definition of “Net Sales.”








     (6) Teva
agrees to allow Impax’s internal auditor, Fred Lang, access to reasonable and
necessary documents and information concerning the calculation of Net







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Sales and Impax Margin by Teva and/or its Affiliates for calendar year 2004, and the Parties
agree to add the following subsection (e) to Section 14.1 of the Agreement:









“or (e) the review by Impax and/or Impax’s
internal auditor of the calculation by Teva
and/or its Affiliates of Net Sales and Impax Margin for calendar year 2004.”








     (7) The Parties agree to add the following sentence to the end of Section 11.6 of the
Agreement:




“The accounting firm shall sign a written confidentiality agreement reasonably satisfactory
to Teva; provided, however, that Impax’s principal auditor shall not be required to sign
such a written confidentiality agreement, but Impax shall be required to indemnify, defend
and hold harmless Teva and its Affiliates from and against any and all losses, liabilities,
damages, costs and expenses, including reasonable attorney’s fees and disbursements in
connection with any and all suits, investigations, claims or demands resulting from or
arising out of the disclosure by such principal auditor of any Confidential Information
belonging to Teva or its Affiliates.”



     (8) The Parties agree to add the following sentence to the end of Section 11.7 of the
Agreement:




“The accounting firm shall sign a written confidentiality agreement reasonably satisfactory
to Impax.”



     Please indicate your acceptance and agreement with the foregoing in the space provided below.



	 	 	 	 	 
	Teva Pharmaceuticals Curaçao N.V.

 	 	 
	By:  	/s/ Ido Weinstein
 	 	 
	 	 	 	 
	Date: March 25, 2005 	 	 



	 	 	 	 	 
	ACCEPTED AND AGREED



Impax Laboratories, Inc.

 	 	 
	By:  	/s/ Barry R. Edwards
 	 	 
	 	 	 	 
	Date: March 25, 2005 	 



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Attachment A




	 	 	 	 	 
	SKU	 	Product Name	 	%
	00093-7267-01

00093-7267-10

00093-0976-01

00093-5210-01

00093-5211-0l 

00093-5211-56

00093-5211-10

00093-5231-01

00093-5232-01

00093-5233-01

00093-5501-01

00093-5502-01

00093-5703-01

	 	METFORMIN HCL ER TABLETS 500MG 100

METFORMIN HCL ER TABLETS 500MG 1000

METHYLPHENIDATE HCL ER TABLETS 18MG 100

OMEPRAZOLE CAPSULES 10MG 100

OMEPRAZOLE CAPSULES 20MG 100

OMEPRAZOLE CAPSULES 20MG 30

OMEPRAZOLE CAPSULES 20MG 1000

METHYLPHENIDATE HCL ER TABLETS 36MG 100

METHYLPHENIDATE HCL ER TABLETS 54MG 100

METHYLPHENIDATE HCL ER TABLETS 27MG 100

BUDEPRION SR TABLETS 100MG 100

BUDEPRION SR TABLETS 150MG 100

BUPROBAN TABLETS 150MG 100
	 	XXXXX

XXXXX

XXXXX

XXXXX

XXXXX

XXXXX

XXXXX

XXXXX

XXXXX

XXXXX

XXXXX

XXXXX

XXXXX






 









 






Attachment B




FORM OF CFO CERTIFICATION




     Reference is made to the Strategic Alliance Agreement between Impax Laboratories, Inc.
(“Impax”) and Teva Pharmaceuticals Curaçao N.V. (“Teva”) effective June 27, 2001, as amended
(“Agreement”).



     This certification is being delivered in connection with the report of Teva for the period
commencing on                      through and including                      (the “Reporting
Period”). Pursuant to Section 11.3 [or Section 1.4.26] of the Agreement, the undersigned hereby
certifies that:



     1. Attached hereto as Schedule I is the report (the “Report”) required by Section 11.3
[or Section 1.4.26] of the Agreement for the Reporting Period, which sets forth the Net Sales,
Manufacturing Costs, Impax Margin or Revised Impax Margin, as defined in the Agreement, for each
Product sold by Teva and/or its Affiliates in the Territory during the Reporting Period [or
“true-up” reconciliation]; and



     2. To the best of my knowledge and belief, all information included in the Report is complete
and accurate in all material respects.



     IN WITNESS WHEREOF, I have made and executed this certificate this            day of
                    , 20          .



	 	 	 	 	 
	 	 	 
	 	BY:  	
 	 
	 	 	Name:  	 	 
	 	 	Title: