EXHIBIT 10.2


 


***Text Omitted and Filed Separately with the Securities and
Exchange


Commission. 
Confidential Treatment Requested Under


17 C.F.R. Sections 200.80(b)(4) and 240.24b-2


 


[Amylin Letterhead]


 


January 8,
2010


 


Mallinckrodt
Inc


675
McDonnell Blvd.


St.
Louis, Missouri 63134


Attn:  Tom Palmer


 


Re:                                    Exenatide Manufacturing
Agreement between Amylin Pharmaceuticals, Inc. (“Amylin”) and Mallinckrodt
Inc. (“Mallinckrodt”) effective October 1, 2003, as amended (the “Agreement”)


 


Dear
Tom:


 


This
letter will serve as confirmation of the agreement between Amylin and
Mallinckrodt that notwithstanding anything to the contrary in the Agreement,
including, without limitation, Section 2.3, Amylin shall be obligated to
purchase from Mallinckrodt (except to the extent Mallinckrodt does not accept a
Purchase Order pursuant to Paragraph 2.2 of the Agreement) only the amounts set
forth in the forecast attached hereto as Exhibit A during the sixth
Contract Year (calendar year 2009) and the seventh Contract Year (calendar year
2010).  As a consequence of the
immediately preceding sentence, and notwithstanding Section 2.3 of the
Agreement, Amylin will be required to purchase [***] ([***]) kilograms of
Product during the eighth Contract Year (calendar year 2011), it being the
understanding of Amylin and Mallinckrodt that the intent of the amendments to
the Agreement contemplated by this paragraph is only to alter the timing of
Amylin’s purchases and not the total volume of Product that Amylin is required
to purchase during the sixth, seventh and eighth Contract Years (calendar years
2009, 2010 and 2011, respectively).


 


In
addition, Amylin and Mallinckrodt agree that notwithstanding anything to the
contrary set forth in the Agreement, including, without limitation Section 2.4,
the price per gram for Product purchased in the sixth Contract Year (calendar
year 2009) and seventh Contract Year (calendar year 2010) will be $ [***].


 


Except
as expressly set forth above, the terms and conditions of the Agreement will
continue in full force and effect in accordance with its terms.  The terms and conditions of this amendment
letter will be incorporated into and made a part of the Agreement effective as
of January 1, 2009.  Defined terms
used herein, if not otherwise defined, shall have the meanings ascribed to them
in the Agreement.


 


*** Confidential Treatment
Requested


 

















 


***Text Omitted and Filed Separately with the Securities and
Exchange


Commission. 
Confidential Treatment Requested Under


17 C.F.R. Sections 200.80(b)(4) and 240.24b-2


 


If
you agree to the above, please have an authorized representative of
Mallinckrodt execute both copies of this letter where indicated below and
return one fully executed original to the attention of Marie Berry at the
address set forth above.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  AMYLIN PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Banks

  
	
   

  	
  Name:

  	
  David
  Banks

  
	
   

  	
  Title:

  	
  VP,
  Manufacturing

  



 


Acknowledged
and agreed:


 


MALLINCKRODT
INC., a Covidien company


 


	
  By:

  	
  /s/
  Erik Evans

  	
   

  
	
  Name:

  	
  Erik
  Evans

  	
   

  
	
  Title:

  	
  VP
  and General Manager, APIs

  	
   

  



 

















 


***Text Omitted and Filed Separately with the Securities and
Exchange


Commission. 
Confidential Treatment Requested Under


17 C.F.R. Sections 200.80(b)(4) and 240.24b-2


 


EXHIBIT A


 


[Forecast Attached]


 


*** Confidential Treatment
Requested


 

















 


***Text Omitted and Filed Separately with the Securities and
Exchange


Commission. 
Confidential Treatment Requested Under


17 C.F.R. Sections 200.80(b)(4) and 240.24b-2


 


EXENATIDE DRUG SUBSTANCE


 


[***]


 


*** Confidential Treatment
Requested