Amendment No. 13 to the Large-Scale Product Supply Agreement



 Exhibit 10.18 
 CONFIDENTIAL 
 AMENDMENT No. 13 
 to the 
 Large Scale Product Supply Agreement dated 18 December 2002 
 between 
 LONZA SALES AG 
 and 
 ALEXION INTERNATIONAL S.A.R.L.

  
 Additional Batches of Eculizumab Product in 2009 through 2013

  

 [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission. 









 CONFIDENTIAL 
  

 THIS AMENDMENT is made the 8th day of June 2007 (“Amendment 11 Effective Date”) 
 BETWEEN 
 LONZA SALES A.G., of Muenchensteinerstrasse 38, CH-4002, Basel,
Switzerland (hereinafter referred to as “Lonza”) 
 and 
 ALEXION INTERNATIONAL S.A.R.L., of Avenue Gratta-Paile 2, World Trade Center, 1000 Lausanne, Switzerland (hereinafter referred to as the “Customer”) 
 WHEREAS: 
  

	A.	Lonza Biologics plc and Alexion Pharmaceuticals Inc entered into a Large-Scale Product Supply Agreement dated 18 December 2002 (hereinafter referred to as “the
Agreement”), under which Lonza Biologics plc agreed to provide certain Services (as therein defined) to Alexion Pharmaceuticals Inc, and 

  

	B.	Pursuant to a Novation Agreement effective from 1 January 2007, Lonza Biologics plc and Alexion Pharmaceuticals Inc agreed that Lonza was to take over all of Lonza Biologics
plc’s rights, title and interest in the Agreement, and that the Customer was to take over all of Alexion Pharmaceuticals Inc’s rights, title and interest in the Agreement, in every way as if Lonza and the Customer respectively had at all
times been party to the Agreement. 

  

	C.	The Agreement has previously been amended with the consent of both parties; and 

  

	D.	Customer now wishes Lonza to perform certain additional Services under the Agreement; and 

  

	E.	Lonza is willing to carry out the additional Services on the terms set out herein. 

 NOW THEREFORE it is hereby agreed to amend the terms of the Agreement as follows: 
  

	1.	Commercial Batch Campaigns. 

  

	 	1.1	The following new definition shall be inserted into the Agreement: 

 “Commercial Batch Campaigns” means the following four (4) manufacturing campaigns of Batches of Product to commence manufacture at 5,000L scale in Lonza (NH)’s facility in Portsmouth, New Hampshire: 
  

							
	 Commercial Batch Campaign
	  	Number of Batches
to be delivered	 	 	Commencement date
of Campaign	 
	 Campaign -1
	  	[	*]	 	[	*]
	 Campaign -2
	  	[	*]	 	[	*]
	 Campaign -3
	  	[	*]	 	[	*]
	 Campaign -4
	  	[	*]	 	[	*]

  

 [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission. 









 CONFIDENTIAL 
  


	 	1.2	The Parties hereby agree that the aggregate number of Batches to be manufactured over the four (4) Commercial Batch Campaigns shall not be less than [*] Batches and shall not
be greater than [*] Batches. 

  

	 	1.3	The number of Batches that the Customer wishes to be manufactured in Commercial Batch Campaign 1 shall be confirmed by the Customer to Lonza in writing no later than 01 July
2008. 

  

	 	1.4	All Commercial Batch Campaigns subsequent to Campaign -1 shall be scheduled by Lonza according to freely available manufacturing capacity in Lonza’s facility not earlier than
[*] months after commencement of the previous Commercial Batch Campaign and not later than [*] months after the commencement of the previous Commercial Batch Campaign. 

  

	2.	Price of Additional Batches 

 The Batch Price for
all the Batches in the Commercial Batch Campaigns shall be $[*] inclusive of all Raw Materials and resins, subject to an annual review in accordance with Section 13.3.1 after 31 December 2009. 
 The then current Batch Price for each Batch shall be payable against Lonza’s invoices as follows: 
  

	 	(a)	[*] upon [*] of each Batch. 

  

	 	(b)	[*] upon [*] of each Batch. 

  

	3.	Customer and Lonza acknowledge and hereby agree that, on signature of this Amendment No. 13 to the Agreement, they have made a binding and irrevocable commitment to accept and
pay for (in the case of Customer) and to provide (in the case of Lonza) the Services identified in this Amendment No. 13, subject to all terms of the Agreement. 

 Cancellation of Batches. It is agreed and understood between the Parties that the Batches ordered under Amendment No. 13 are firm orders and may not
be cancelled by the Customer except pursuant to Sections 6.8, 15.7 and 18.6 of the Agreement and except as otherwise provided in this Section 3.1. In the event that Alexion withdraws the Eculizumab product (also known as Soliris) for sale from
the United States market, then Customer may terminate this Amendment No.13 and cancel any remaining Batches to be manufactured under this Amendment No.13 that have not already commenced manufacture by Lonza in accordance with the cancellation
provisions of Section 18.1.2 of the Agreement (subject to Customer giving not less than [*] days notice of such termination, and for the avoidance of doubt, Customer does not necessarily have to terminate this Agreement as referred to in
Section 18.1.2). 
  

 [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission. 









 CONFIDENTIAL 
  

 Except as otherwise set forth herein, nothing contained herein shall amend, alter, modify or
supplement the Agreement and the Agreement shall remain in full force and effect, as amended by this Amendment No. 13. 
 AS WITNESS the
hands of the duly authorised representations of the parties hereto the day and year first above written. 
  

					
	 Signed for and on behalf of
	 		 	
			
	LONZA SALES AG	 		 	/s/ Ralf Geier Cibin
		 		 	 Ralf Geier Cibin
 Authorised
Signatory

			
	Title	 		 	  
		 		 	 
		 		 	 
	Signed for and on behalf of	 		 	
			
	LONZA SALES AG	 		 	/s/ Gerry Kennedy
		 		 	 Gerry Kennedy
 Authorised
Signatory

	 Signed for and on behalf of
	 		 	
			
	ALEXION INTERNATIONAL S.A.R.L.	 		 	/s/ Patrice Coissac
		 		 	Patrice Coissac
	 Title: Gerant
	 		 	

  

 [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of
this exhibit has been filed separately with the Commission.