exv10w19






Exhibit 10.19





Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.










December 18, 2009




Ken Rice

Alseres Pharmaceuticals Inc.

239 South Street

Hopkinton, MA 01748

USA



RE: Amendment #10 to Altropane Agreement



Reference is made to the agreement between MDS Nordion, a division of MDS (Canada) Inc., and
Alseres Pharmaceuticals Inc., (“ALSE”) dated the 9th day of August, 2000 as amended (the
“Agreement”).



In consideration of $1.00 and other valuable consideration the sufficiency of which is hereby
acknowledged, the parties desire to further amend the Agreement as follows:





	 	1.	 	Section 3.4 of the Agreement is hereby amended and in its entirety shall read as
follows:
	 
	 	 	 	“Nordion shall be responsible for, and bear the cost of, performing routine maintenance to
the Facility required to maintain it in satisfactory operating condition as required by the
current Specifications, Process and cGMPs, and all other applicable laws, regulations or
orders.
	 
	 	 	 	The cost of repairs, preventive maintenance and service contracts for the Moveable
Equipment and any non-routine maintenance activities to the Facility that may be required
shall be borne by ALSE and paid in advance. Nordion shall provide the cost of such
activity in writing to Alseres, and Alseres shall provide its consent to such activity
within ten (10) business days of receipt of Nordion’s notice. During such period and until
the activities are completed, Nordion may suspend its supply obligations under this
Agreement. In the event Alseres does not provide its consent and provide payment in
advance within the aforementioned ten (10) business day period, then Nordion may,
notwithstanding anything to the contrary in this Agreement and in addition to any other
remedy available, immediately terminate the Agreement upon written notice.”
	 
	 	2.	 	Section 5.1 of the Agreement is amended by adding the following to the end of the
paragraph:
	 
	 	 	 	“Any Batches required by ALSE for Clinical Trials shall be provided by Nordion under the
terms and conditions specified in the Agreement or as set out in Schedule G.”
	 
	 	3.	 	Schedule G is hereby added to the Agreement as follows:




 









 











“Schedule G





	 	 	Batch description:






	 	•	 	up to 20 shippable vials of 5 mCi Altropane, or
	 
	 	•	 	up to 12 shippable vials of 8 mCi Altropane
	 
	 	•	 	dose calibration is as at 15:00 PT the day after manufacture






	 	 	Price per Batch and minimum purchase obligation:





	 	 	 	 	 
	 	 	Price / Batch	 	Minimum purchase or
	 	 	 	 	payment obligation
	 	 	 	 	(Batches / month) per
	 	 	 	 	calendar quarter
	For Batches delivered
during the period
January 1 2010 to
December 31 2010

	 	$[**]
	 	Q1 – [**]

Q2 – [**]

Q3 – [**]

Q4 – [**]
	 
	 	 	 	 
	For Batches delivered
during the period
January 1 2011 to
December 31 2011 (if
the renewal option is
exercised by ALSE
pursuant to Section
16.1)

	 	$[**] increased by
the percentage
increase in the US
Producer Price Index
for Pharmaceutical
Preparations for the
12 month period
ending October 31
2010
	 	Q1 – [**]

Q2 – [**]

Q3 – [**]

Q4 – [**]







	 	 	Notes:






	 	•	 	Currency is United States Dollars
	 
	 	•	 	Point of delivery is Ex Works, Nordion’s facility in Vancouver, BC,
Canada. Freight is prepaid by Nordion and charged to ALSE as incurred.
	 
	 	•	 	Payment terms are net 30 days from date of invoice; however Nordion
reserves the right to require payment in advance.”






	 	4.	 	Section 13.7 of the Agreement is amended by adding the following:

“Any Facility or Process changes or enhancements that are required due to new or changed
regulatory requirements shall be borne by ALSE and paid in advance. Nordion shall provide
the cost of such change or enhancement in writing to
Alseres, and Alseres shall provide its consent to such change or enhancement within ten
(10) business days of receipt of Nordion’s notice. During such period and until the change
or enhancement are completed, Nordion may suspend its supply obligations under this
Agreement. In the event Alseres does not provide its consent and provide payment in
advance within the aforementioned ten (10) business day period, then Nordion may,
notwithstanding anything to the contrary in this Agreement and in addition to any other
remedy available, immediately terminate the Agreement upon written notice.”




 









 












	 	5.	 	Section 16.1 of the Agreement is hereby amended and in its entirety shall read as
follows:

“The term of the Agreement shall commence upon the Effective Date and unless terminated
earlier pursuant to this Agreement, shall expire on December 31, 2010. ALSE shall have the
option to extend the term by an additional one (1) year period to December 31, 2011 by
providing written notice to Nordion to extend the term at least three (3) months prior to
December 31, 2010.”
	 
	 	6.	 	Section 16.2 of the Agreement is hereby amended and in its entirety shall read as
follows:

“ALSE may terminate this Agreement without cause on thirty (30) days prior written notice
to Nordion provided that, in the event that ALSE exercises its right to terminate this
Agreement under this Section 16.2, an exit fee equal to the following two (2) months
minimum purchase obligation shall have been paid to Nordion. Upon such termination Nordion
shall be entitled to retain all amounts paid by ALSE and ALSE shall pay to Nordion all
amounts due and /or earned but not yet paid and Nordion shall return, at ALSE’s expense,
the Moveable Equipment.”
	 
	 	7.	 	All other terms and conditions in the Agreement shall remain in full force and
effect.
	 
	 	8.	 	This Amending Agreement shall be effective as of January 1, 2010.




If you agree with the foregoing, please execute this Amending Agreement in the space provided below
and return one (1) executed original to the attention of the undersigned.



IN WITNESS WHEREOF the parties hereto have executed this Amending Agreement as of the
21st day of December 2009.




	 	 	 	 	 
	MDS Nordion, a division of MDS (Canada) Inc.

	 	Alseres Pharmaceuticals Inc.	 	 
	 
	 	 	 	 
	/s/ Chris Wagner
 

Signature

	 	/s/ Kenneth Rice
 

Signature
	 	 
	 
	 	 	 	 
	Chris Wagner
 

Name

	 	Kenneth Rice
 

Name
	 	 
	 
	 	 	 	 
	Sr. V.P., Sales & Marketing
 

Title

	 	EVP & CFO
 

Title