Exhibit 10.26


 


CONFIDENTIAL TREATMENT REQUESTED


 


INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED IS OMITTED

AND NOTED WITH “****”.

AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE

SECURITIES AND EXCHANGE

COMMISSION.


 


AMENDMENT NO. 1 TO AMENDED
AND RESTATED SUPPLY AGREEMENT

(Thallium and Generators)


 


This Amendment No. 1 (the “Amendment”) to the
Amended and Restated Supply Agreement (Thallium and Generators) by and between
Lantheus Medical Imaging, Inc, (“Supplier”) and Cardinal Health 414, LLC (“Cardinal”)
effective as of October 1, 2004 (the “Agreement”) is made by and between
Supplier and Cardinal as of this 29th day of December 2009 (“Amendment Date”),


 


WHEREAS, Cardinal and Supplier have determined that
in light of the evolution of the global molybdenum supply chain, the Agreement
should be modified as set forth in this Amendment;


 


NOW, THEREFORE, for good and valuable consideration,
the sufficiency of which is hereby acknowledged, the parties hereto hereby
agree as follows:


 


1.                                       Definitions.  Terms defined in the Agreement and not
otherwise defined in this Amendment are used herein with the meanings ascribed
to them in the Agreement.


 


2.                                       Settlement of ****.  Cardinal Health agrees to pay invoice number
RA 63249647 in the amount of $**** in full settlement of all claims arising
under invoice number RA 63218355 in the amount of $****, which was previously
issued by Supplier for a **** or ****.


 


3.                                       Amendment to
Exhibit B.  In
consideration of the payment described in Section 2 above, the Agreement
is amended, as follows:


 


(a)                             The following
paragraph of Exhibit B to the Agreement is hereby deleted in its entirety
as of the Amendment Date:


 


“Supplier shall be entitled to increase the
Generator Purchase Prices to reflect any material change in costs of
molybdenum. A change in such costs shall be considered material if the increase
in the cost of molybdenum over any **** (****) day period (a “Moly Cost
Increase Period”) is more than **** percent (****%). In the event of such a material
increase, Supplier shall be entitled to increase the Generator Purchase Prices
to reflect the incremental increase in such costs over **** percent (****%), provided
that Supplier provides Cardinal **** (****) days’ written notice and reasonable
documentation supporting such change in costs, which **** (****) day notice
period can run simultaneously with the Moly Cost Increase Period.”


 


(b)                            The following
paragraph is hereby added as the last paragraph of Exhibit B as of the
Amendment Date:


 


“Supplier shall be entitled to increase the
Generator Purchase Prices to reflect any material change in costs of
molybdenum. A change in such costs shall be considered material if the increase
in the cost of molybdenum incurred by Supplier over not less than a **** (****)
day period (a “Moly Cost Increase Period”) is more than **** percent (****%). In
the event of such a material increase, Supplier shall be entitled to increase
the Generator Purchase Prices to reflect the incremental increase in such costs
over **** percent (****%), provided that prior to such price increase Supplier
provides Cardinal


 


1

















 


**** (****) days’ prior
written and reasonable documentation (such as a certificate of an officer as to
the increase and a reasonable proof-source letter) supporting such change in
costs, which **** (****) day notice period can run simultaneously with the Moly
Cost Increase Period.”


 


4.                                       No Further
Changes.  Except as specifically amended
hereby, the Agreement shall remain in full force and effect and otherwise
unmodified, including, without limitation, other provisions of Exhibit B
thereto. All amendments in Section 2 of this Amendment shall be deemed
made as of the Amendment Date, and the Agreement shall not be deemed to have
been modified until the Amendment Date.


 


5.                                       General.  This Amendment may be executed in two or more
counterparts, each of which when executed shall be deemed to be an Original but
all of which when taken together shall constitute one and the same agreement. Signatures
hereto may be delivered by facsimile or a “pdf” file through electronic mail, and
such delivery will have the same effect as the delivery of the paper document
bearing the actual handwritten signatures. This Amendment shall be governed by and  construed
in accordance with the laws of the State of New York, without giving effect to
the conflict of laws provisions thereof, Supplier and Cardinal understand and
agree that each and every term and condition of this Amendment, have or has
been mutually negotiated, prepared and drafted, and in connection with the
interpretation or construction of such term or condition or this Amendment, no
consideration will be given to the issue of which of Supplier or Cardinal
prepared, drafted or requested any term or condition of this Amendment.


 


IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the Amendment Date.


 


	
  Signed for and on behalf of Cardinal Health 414, LLC

  
	
   

  
	
  Signature:

  	
  /s/ John C. Rademacher

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  John C. Rademacher

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed for and on behalf of Lantheus Medical Imaging, Inc.

  
	
   

  
	
  Signature:

  	
  /s/ Michael P. Duffy

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Michael P. Duffy

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Secretary

  	
   

  



 


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