SEC Exhibit



Exhibit 10.34



AMENDMENT NUMBER ONE TO THE
TRANSITIONAL  MANUFACTURING  AND SUPPLY AGREEMENT


THIS AMENDMENT NUMBER ONE to  the  Transitional  Manufacturing and Supply Agreement (the "Amendment") is made  and  entered  into as of the 25th day of June, 2013, by and between GlaxoSmithKline Consume1· Healthcare  L.P.,  a Delaware limited liability company ("GSK"), and Medtech Products Inc., a Delaware corporation    ("Buyer").
WHEREAS, the Buyer and GSK have previously entered into and executed that Transitional Manufacturing and Supply Agreement, dated January 31, 2012 (the "Agreement");


WHEREAS, Buyer and GSK desire to amend the Agreement upon the terms and conditions noted below.


NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


		
	1.
	The definition  of "End  Date" is hereby  deleted  in  its  entirety  and  replaced  as follows:




"End Date" means:


		
	(i)
	In respect of the Products supplied from the Memphis Manufacturing Site, the date four (4) years after the Effective Date: and




(ii)    In respect of the Products specified, which are supplied from the Aike    Manufacturing site, such specified Products being Tagamet®, Ecotrin®     
                                               and Beano®, the date six (6) years after the Effective Date.


		
	2.
	A  new  Section  5.3  shall  be  added  as  follows  and   the  remaining   sections renumbered  accordingly:




Notwithstanding  Sections  5.1  and  5.2,  Buyer  shall  not  unilaterally  adjust  the Forecast  Schedule by more than plus or minus 20% in the aggregate in any one consecutive  three  (3)  calendar  month  period,  including  any  consecutive  three calendar (3) month period  for which a Firm Order(s) already exist.   In the event Buyer  believes  it is  necessary  to  make  such  an  adjustment  to  the  Forecast Schedule,   the  parties  shall   meet   to  discuss  the  rationale   for  the  proposed adjustment and GSK's ability to accommodate such proposed adjustment. For clarification, any adjustment to the Forecast Schedule by more than an 




Exhibit 10.34



aggregate of plus or minus 20% for any 3 consecutive calendar months of such Forecast Schedule shall only be made upon mutual consent of the pai1ies, which shall not be unreasonably withheld.


		
	3.
	Schedule  I  is hereby deleted  in it entirety  and  replaced  with  the new  Schedule  1 attached hereto as Exhibit A.




		
	4.
	This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.




		
	5.
	Except as provided herein, all other terms, conditions and provision s of the Agreement shall remain in full force and effect.




		
	6.
	This Amendment and the Agreement, including all documents referred to herein and attached hereto, constitutes the entire agreement of the parties on the subject matter hereof and supersedes all prior representations, understandings and agreements between the parties with respect to such subject matter. The documents referred to herein and attached hereto shall be read together with this Amendment and the Agreement to determine the parties' intent. In the event of a conflict between or among such documents, the documents shall govern in this order: (1) this Amendment, (2) the Agreement, (3) the applicable Statement of Work, if any, and (4) a Change Order, if any, related to the applicable Statement of Work, if any.




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized corporate officers or representatives as of the date first above written.


		
	Medtech Products Inc.
	GlaxoSmithKline Consumer 


Healthcare, L.P.


By: /s/ Ronald M. Lombardi                By: /s/ Joseph M. Kucharski


Name: Ronald M. Lombardi                Name: Joseph M. Kucharski


Title: Chief Financial Officer                Title: Business Development Mgr


Date: July 9, 2013                    Date: 25 June 2013