Exhibit 10.28


 


	
  

  	
  331 Treble Cove Road

  North Billerica, MA 01862

  	
   

  	
  800.362.2668

  www.lantheus.com

  



 


August 2, 2010


 


Mallinckrodt Inc.


675 McDonnell Blvd.


Hazelwood, MO 63042


Attn: President, Mallinckrodt Imaging Solutions


 


Re: Amendment No. 1 to Manufacturing and
Supply Agreement


 


Ladies and Gentlemen:


 


Reference is made to a Manufacturing and Supply
Agreement dated as of April 6, 2009 (the “Agreement”) between Mallinckrodt
Inc. and Lantheus Medical Imaging, Inc. Terms defined in the Agreement and
not otherwise defined herein are used herein with the meanings so defined.


 


The Parties recognize and agree that the initial
demand for Drug Product is different from that initially contemplated by the
Parties when the Agreement was first negotiated and consummated.


 


IN CONSIDERATION of the mutual promises and
covenants hereinafter set forth, and for other good and valuable consideration,
the sufficiency of which is hereby acknowledged, the Parties hereby agree to
enter into this Amendment No. 1 to the Agreement (the “Amendment”) as
follows:


 


1. Amendments.


 


1.1. Section 2.1(a) of the Agreement is
hereby amended by deleting in its entirety said Section 2.1(a) and
replacing therewith the following:


 


(a)      COV (or any appropriately licensed and
qualified Affiliates, approved in advance by writing by LMI, such approval not
to be unreasonably withheld or delayed) shall manufacture, sell and deliver to
LMI, and LMI shall purchase from COV, either Drug Substance or the Product on
the terms and conditions and in the quantities set forth in this Agreement.


 


1.2. Section 2.1 (b) of the Agreement is
hereby amended by deleting in its entirety said Section 2.1(b) and
replacing therewith the following:


 


(b)      Subject to the provisions of Section 2.4
below, LMI will purchase either Drug Substance or Product from COV during the
Term.


 

















 


1.3. The first sentence of Section 2.4 is
hereby amended by deleting in its entirety said first sentence and replacing
therewith the following:


 


COV will manufacture and supply Drug Substance,
Product and Ligand Excipient to LMI, and LMI will purchase either Drug
Substance or Product from COV, in accordance with the schedule attached hereto
as Exhibit 2.4.


 


1.4. Section 2.4(c) of the Agreement is
hereby amended by deleting in its entirety said Section 2.4(c) and
replacing therewith the following:


 


(c) Minimum Purchase
Requirement. Notwithstanding anything to the contrary set forth in this
Agreement, each forecast and purchase order submitted by LMI must not be less
than the minimum volumes of Drug Substance as shown for each Calendar Quarter
under the column headed “Minimum Volumes” on Exhibit 2.4 to this
Agreement; provided, however, that from and after August 2, 2010,)
each forecast and purchase order submitted by LMT shall be, at LMI’s sole
discretion, exclusively for Drug Substance, so long as each forecast and
purchase order for such Drug Substance is not less than such Minimum Volumes
for each Calendar Quarter set forth on such Exhibit 2.4. COV will
use commercially reasonable efforts to accommodate any increase in quantities
of Drug Substance or Product ordered by LMI; provided,  however,
that LMI will communicate any such increased orders to COV not less than six (6) months
prior to the Calendar Quarter in which delivery of such additional Drug
Substance or Product is requested.


 


3. Effective Date. The effective date of this Amendment is August 1,
2010.


 


4. Waiver. Each party hereby waives any
non-compliance with the terms and provisions of the Agreement as in effect
immediately prior to the amendments contemplated by this Amendment.


 


5. General. Except as specifically amended
hereby, the Agreement remains in full force and effect and otherwise unamended
hereby. This Amendment constitutes a final written expression of the terms
hereof and is a complete and exclusive statement of those terms. This Amendment
shall be exclusively interpreted in accordance with and governed by the of New
York, without regard to the conflicts of laws rules thereof.


 


If the foregoing is in accordance with your
understanding of our agreement, please sign this Amendment in the place
indicated below.


 


Thank you.


 


2

















 


Sincerely,


 


LANTHEUS MEDICAL IMAGING, INC.


 


	
  By:

  	
  /s/ William C. Dawes, Jr. 8-6-10

  	
   

  
	
   

  	
  Name and Title: V.P. Mfg & Supply Chain

  	
   

  



 


 


Acknowledged and agreed:


 


MALLINCKRODT INC.


 


 


	
  By:

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
  Name and Title: Director
  External Mfg.

  	
  

  



 


Copy: Mallinckrodt Inc.


675 McDonnell Blvd.


Hazelwood, MO 63042


Attn: Mallinckrodt Imaging Solutions, Vice President/Chief Corporate
Counsel


 


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