amph_Ex10_45



		

			Exhibit 10.45

		





		
			FOURTH AMENDMENT TO SUPPLY AGREEMENT
		

		
			This fourth amendment (“Fourth Amendment”) to the Supply Agreement by and between MannKind Corporation (“MannKind”) and Amphastar Pharmaceuticals, Inc.  (“Amphastar”), originally dated July 31, 2014 and as previously amended on October 31, 2014, November 9, 2016 and April 11, 2018 (collectively, the “Agreement”), is hereby made as of the 24 day of December,  2018, by and between MannKind on the one hand, and on the other hand, Amphastar.  
		

		
			RECITALS:
		

		
			WHEREAS, MannKind and Amphastar entered into the Agreement pursuant to which Amphastar is to manufacture and supply the Product to MannKind, and MannKind is to purchase certain minimum quantities of the Product; and
		

		
			WHEREAS MannKind and Amphastar have determined it to be mutually beneficial to amend the Agreement as set forth herein.
		

		
			NOW, THEREFORE, for good and valuable consideration, MannKind and Amphastar, hereby agree to amend the Agreement as follows:
		

			
	
			
				 1.
			

			
	
			
			Definitions.  Unless otherwise defined herein, each of the capitalized terms used in this Fourth Amendment shall have the definition and meaning ascribed to it in the Agreement.




			
	
			
				 2.
			

			
	
			
			Amendment Fee.  No later than December 31, 2018, MannKind shall pay Amphastar an amendment fee in the amount of US $2.0 million (the “Amendment Fee”).




		
			3.Amendments to the Agreement. Effective upon the payment of the Amendment Fee, the Agreement shall be amended as follows:
		

		
			3.1The table in Section 6.1 of the Agreement shall be amended and replaced in its entirety with the following:
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Calendar Year

					
					
						Purchase Commitment Quantities (kg)

					
					
						Purchase Price (per gram)

					
					
						Delivery and Payment

				
	
					
						2014

					
					
						51

					
					
						EUR 77.50

					
					
						 

				
	
					
						2015

					
					
						299

					
					
						EUR 77.50

					
					
						 

				
	
					
						2016

					
					
						0

					
					
						EUR 77.50

					
					
						 

					
						 

				
	
					
						2017

					
					
						35

					
					
						EUR 77.50

					
					
						 

				
	
					
						2018

					
					
						57.5

					
					
						EUR 77.50

					
					
						 

				




		 


 


	
					
						

					
						2019

					
					
						75

					
					
						EUR 77.50

					
					
						Purchase Commitment Quantities of 25 kg shall be purchased in each of the first, second and fourth Quarters, which shall be payable to Amphastar no later than fifteen (15) days after the date of invoice.  

				
	
					
						2020

					
					
						205

					
					
						EUR 77.50

					
					
						25% of the Purchase Commitment Quantities shall be paid on a Quarterly basis.  

				
	
					
						2021

					
					
						205

					
					
						EUR 77.50

					
					
						25% of the Purchase Commitment Quantities shall be paid on a Quarterly basis.  

				
	
					
						2022

					
					
						255

					
					
						EUR 77.50

					
					
						25% of the Purchase Commitment Quantities shall be paid on a Quarterly basis.  

				
	
					
						2023

					
					
						255

					
					
						EUR 77.50

					
					
						25% of the Purchase Commitment Quantities shall be paid on a Quarterly basis.  

				
	
					
						2024

					
					
						112.5

					
					
						EUR 77.50

					
					
						25% of the Purchase Commitment Quantities shall be paid on a Quarterly basis.  

				



		
			 
		

		
			Notwithstanding anything to the contrary, in no event shall any of the Quarterly payments set forth in the Table above (Section 6.1 of the Agreement) be payable to Amphastar later than fifteen (15) days after the close of the corresponding calendar quarter.  
		

		
			3.2Section 10.1 of the Agreement shall be extended until December 31, 2024.  All other terms and conditions in paragraph 10.1 shall remain in full force and effect.  
		

			
	
			
				 4.
			

			
	
			
			Final Agreement.




		
			From and after the execution of this Fourth Amendment, all references in the Agreement (or in the Fourth Amendment) to “this Agreement,” “hereof,” “herein,” “hereto,” and similar words or phrases shall mean and refer to the Agreement as amended by this Fourth Amendment.  The Agreement as amended by this Fourth Amendment constitutes the entire agreement by and between the Parties as to the subject matter hereof.  Except as expressly modified by this Fourth Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.
		

		
			
		

		
			


		 


		

			2

		





 



		

		
			IN WITNESS WHEREOF, each of MannKind and Amphastar has caused this Fourth Amendment to be executed by their duly authorized officers.
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						MannKind Corporation

					
						 

					
					
						 

					
					
						Amphastar Pharmaceuticals, Inc.

					
						 

				
	
					
						By:

					
					
						/s/ David Thomson

					
					
						 

					
					
						By:

					
					
						/s/ Jason Shandell

				
	
					
						Name:

					
					
						David Thomson

					
					
						 

					
					
						Name:

					
					
						Jason Shandell

				
	
					
						Title:

					
					
						EVP + General Counsel

					
					
						 

					
					
						Title:

					
					
						President + General Counsel

				



		
			 
		


		 


		

			3