Exhibit 10.10


 


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
Sales Agreement


 


THIS AMENDMENT NO. 1 TO SALES AGREEMENT (this “Amendment”) is made
effective as of January 1, 2010 by and between NTP Radioisotopes (Pty)
Ltd., a commercial company registered and existing under the laws of the
Republic of South Africa, having its registered office at Building 1700,
Pelindaba, Church Street West Extension, Brits District, North West Province of
South Africa (“NTP”), and Lantheus Medical Imaging, Inc., a corporation
organized and existing under the laws of Delaware with a place of business at
331 Treble Cove Road, North Billerica, Massachusetts, United States of America
01862 (“Lantheus”).


 


WHEREAS:


 


1.               NTP and Lantheus entered
into a Sales Agreement effective as of April 1, 2009 (the “Original
Agreement”);


 


2.               Since such effective date,
the global molybdenum-99m crisis has become acute; and


 


3.               NTP and Lantheus wish to
amend the Original Agreement to increase the committed volume levels and
specify the pricing for such increased committed volume levels through July 31,
2010;


 


NOW, THEREFORE, in consideration of the mutual promises and
covenants hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:


 


1.     Definitions.
Terms defined in the Original Agreement and not otherwise defined herein are
used herein with the meanings so defined.


 


2.     Amendments.


 


2.1         Section 2.1 of the
Original Agreement is hereby amended by deleting in its entirety said Section 2.1
and replacing therewith the following:


 


2.1       Lantheus shall buy from NTP, and
NTP shall supply to Lantheus, a **** of Product on a **** basis to be supplied
and delivered to John F. Kennedy International Airport, Jamaica, New York (“JFK”)
or Logan International Airport, Boston, Massachusetts (“BOS”) (or other
mutually agreed upon delivery location) on a mutually agreed schedule with
follow-on trucking delivery to the Lantheus facility in North Billerica,
Massachusetts. Lantheus shall provide, NTP with notice of its intention to
change such location at least forty-five (45) days in advance of the required


 


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inception date of such changes.
Subject to the last sentence of this Section 2.1 and to Section 5.1,
such **** shall be as set forth immediately below, which volume may be changed
by mutual written agreement of the parties:


 


	
  Time Period

  	
   

  	
  Average curies per **** with a **** (****) day

  reference, such **** calculated on a

  calendar ****-by-calendar **** basis

  
	
  January-February 2010

  	
   

  	
  **** curies per ****

  
	
  March-April 2010

  	
   

  	
  **** curies per ****

  
	
  May-June 2010

  	
   

  	
  **** curies per ****

  
	
  July 2010

  	
   

  	
  **** curies per ****

  
	
  August 2010 and thereafter

  	
   

  	
  **** curies per ****

  



 


NTP shall be responsible to
ensure that the full **** quota of Mo-99 is delivered to Lantheus other than
during scheduled outages for routine maintenance, unscheduled outages or
failures of the production lines of NTP and its Subcontractor (i.e., under
conditions of normal operations prevailing at NTP and its Subcontractor’s
facilities). At the discretion of the Account Manager at NTP (“Account Manager’),
such material shall be supplied by NTP or its Subcontractor. Lantheus shall be
advised in a timely way of the manner in which supply obligations hereunder
will be allocated among NTP and its Subcontractor. NTP will schedule deliveries
to Lantheus so as to compensate for scheduled outages at either facility in
such a way that the full supply quota will be maintained under such circumstances.
In the case of unscheduled outages or production line failures for whatever
reason (and for Events of Force Majeure (as hereinafter defined)), Lantheus
will receive a share of Product available that is not less than that which is
directly proportional to its average share of the total **** purchasing
(averaged over the preceding **** (****) days) from NTP and its Subcontractor.
NTP has established and shall maintain relationships with air carriers for the
Lantheus route such that the probability of a Lantheus shipment being refused
by the carrier shall be highly improbable. NTP shall liaise (via the Account
Manager at NTP) with its Subcontractor, taking into account the reactor
production and maintenance schedules of each facility, and supply Lantheus ****
(****) days in advance of the first delivery of a ****, the supply schedule for
the following **** detailing clearly which supplier (NTP or a Subcontractor)
will supply such delivery. For clarity and as an example, NTP will provide
Lantheus the **** supply schedule on ****. This supply schedule will be binding
on NTP and its Subcontractor and will be used by Lantheus to register each
shipment with applicable U.S. governmental authorities as dictated by U.S.
regulations. If the airport of delivery is JFK, then Product will be available
for pick-up by Lantheus no later than ****


 


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****. If the airport of
delivery is BOS, then Product will be available for pick-up by Lantheus no
later than ****. Pick-up time for any other delivery location will be mutually
agreed upon.


 


Notwithstanding the
foregoing and without limiting the rights of Lantheus elsewhere in this
Agreement, including, without limitation, pursuant to the termination
provisions of Section 11, to the extent NTP does not or cannot deliver the
quantities specified in this Section 2.1 on a **** basis in a reliable
matter or on a **** basis in accordance with the terms of this Agreement, then
from and after April 1, 2010 Lantheus shall have the sole right, after giving
NTP **** (****) days prior written notice, to **** the **** specified in this Section 2.1
to a **** or **** **** than otherwise set forth but not **** than **** (****)
curies per week for the duration of the time periods specified.


 


2.2         Section 2.2 of the
Original Agreement is hereby amended by deleting from the first sentence
thereof the words “regular ****  ****  ****
per ****” and replacing therewith
the words “then-applicable specified amount of ****
**** per ****”.


 


2.3         Section 2.3 of the
Original Agreement is hereby amended by deleting from the first sentence
thereof the words “regular ****  ****  ****
per ****” and replacing therewith the words “then-applicable specified amount
of ****  **** per ****”.


 


2.4         Section 5.1 of the
Original Agreement is hereby amended by deleting in its entirety said Section 5.1
and replacing therewith the following:


 


5.1                               The price
payable by Lantheus for Product for the period from **** through **** shall be
as follows:


 


In exchange for the
commitment of Lantheus to purchase the amounts set forth in Section 2.1 in
any given **** (subject to NTP’s ability to supply such amounts in such ****),
the unit price of Product for such **** shall be **** fixed US dollars (US$****)
per Curie at calibrated date and time for the first **** (****) Curies
delivered per **** and **** fixed US dollars (US$****) per Curie at calibrated
date and time for all Curies in excess of the first **** (****) Curies
delivered per ****. The calibration date and time shall be in accordance with Section 2.4.
Such price will be adjusted **** upon mutual agreement of the parties as of
each subsequent **** of the Agreement on the basis of market forces prevailing
at the time, the then current cost of production and any contractual sales
obligations that Lantheus may have with its customers and by negotiation and
agreement by, at the latest, the last day of **** preceding the
commencement of the new


 


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pricing term (**** of
each **** that the contract is in place). Lantheus shall have the right to
terminate the Agreement if the parties fail to agree on new pricing by such
last day of ****. Changes in contracted volumes not required during the course
of a contractual period, i.e., **** to **** of the following ****,
the latter of which would be handled by the terms of Section 2.1 or 2.2,
but applicable for the ensuing contractual period, shall be agreed at the same
time as the annual negotiations on product prices as outlined in this Section 5.1
above.


 


NTP shall invoice Lantheus
at the end of each month for all Product supplied by NTP or its Subcontractor
in that month. Invoicing shall be in respect of the price applicable to Product
upon delivery of such conforming Product to Lantheus on an **** basis, and in
respect of container charges as the same become payable under this Agreement.
Lantheus shall pay all invoices for shipments of conforming Product in any
given month (as reduced by any outstanding credits for nonconforming Product)
by the end of the following **** to NTP.


 


3.               Waiver.
Each party hereby waives any non-compliance with the terms and provisions of
the Original Agreement as in effect immediately prior to the amendment thereof
by this Agreement.


 


4.               General.
Except as specifically amended hereby, the Original 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 governed by and construed in
accordance with the laws of England, without reference to its choice of laws
rules.


 


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IN WITNESS WHEREOF, the parties
hereto have duly executed this Amendment as of the date written above.


 


 


	
  For
  and on behalf of NTP:

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  [Illegible]

  
	
   

  	
  Name
  and Title: Marketing & Sales Manager, 15 March 2010

  
	
   

  	
   

  
	
   

  	
   

  
	
  For
  and on behalf of Lantheus:

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  William C. Dawes, Jr.

  
	
   

  	
  Name
  and Title: William C. Dawes, Jr., VP Mfg & Supply Chain

  
	
   

  	
   

  
	
   

  	
   

  
	
  Witnessed
  by IRE:

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Jean-Michel Vanderhofstadt

  
	
   

  	
  Name
  and Title: Jean-Michel Vanderhofstadt, Director General

  



 


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