Second Amendment to License, Development and Marketing Agreement



 EXHIBIT 10.62 
  
 SECOND AMENDMENT 
 TO 
 LICENSE DEVELOPMENT AND MARKETING AGREEMENT 
  
 This Second Amendment to License, Development and Marketing Agreement (“Second Amendment”) dated as of
December 24, 2008 between Inspire and Allergan. 
  
 Whereas
the undersigned entered into a License, Development and Marketing Agreement dated as of June 22, 2001, as amended December 8, 2003 (“Agreement)”; and 
  

 Whereas the undersigned wish to amend the Agreement as follows: 
  
 1.    Inspire shall cease co-promoting RestasisTM (as previously elected under Section 7.3(c)) as of December 31, 2008. 
  
 2.    Section 7.3(c) shall be deleted in its entirety. 
  

3.    Section 7.3(d) shall be deleted in its entirety and replaced by the following new Section 7.3(d). 
  
 (d) In addition to the
rights set forth in Section 7.3(a) and (b), in the event that the JDC decides to terminate the Development Program for all Inspire Products in the U.S. in accordance with its responsibilities under Section 3.2(a) of this Agreement (the
“Program Termination”), Inspire shall have the right to co-promote RestasisTM. Such right must be elected by Inspire by providing written notice of such election to Allergan no
later than sixty (60) days after the Program Termination. The co-promotion of RestasisTM shall be subject to the following: 
  
 (i)    Within six (6) months of such Program Termination, Inspire shall provide for each quarter during such co-promotion, an average of twenty percent (20%) of the budgeted Allergan sales force effort, as set
forth in the latest Marketing Plan provided to the JCC for RestasisTM, based on the number of Allergan Full-Time Sales Representatives in the U.S. 
  
 (ii)    In the event that during any two (2) calendar quarters thereafter Inspire fails to provide an average of twenty (20%) of Allergan’s budgeted sales force effort as required hereunder, Inspire shall
have one (1) calendar quarter to cure such failure. If Inspire is unable to cure such failure during the calendar quarter cure period, the royalty amounts due on Net Sales of RestasisTM shall be adjusted on a going-forward basis, as set forth in Section 9.7(b)(iii). 
  
 (iii)    The Inspire sales force effort shall be provided by Inspire at its sole expense. 
  
 (iv)    The JCC shall determine the targets, roles and
assignments of Inspire’s and Allergan’s sales representatives within such selling effort. 







 (v)    Inspire shall provide
Allergan with at least sixty (60) days notice of its intent to begin co-promoting RestasisTM and at least sixty (60) days notice of its intent to cease co-promoting RestasisTM pursuant to this Section 7.3(d), and, in any event, if it commences the co-promotion of RestasisTM, Inspire shall not cease
co-promoting RestasisTM during any RestasisTM marketing cycle (trimester) as determined by the JCC. 
  
 (vi)    It is understood that Allergan will retain exclusive rights to sell and distribute RestasisTM in the RestasisTM Territory, so that Inspire’s right and obligation to promote would be in the nature of a co-promotion arrangement in which Inspire and/or its designee promote RestasisTM, but sales continue to be made by Allergan. 
  
 (vii)    In the event Inspire materially fails to competently co-promote
RestasisTM, violates any law or regulation in connection with such co-promotion, or materially fails to promote RestasisTM
consistent with the direction provided by the JCC, Allergan shall be entitled to terminate Inspire’s right to co-promote RestasisTM. 
  
 4.    Section 8.2(a) is hereby amended such that the phrase “Section 7.3(c) or (d) in the event Inspire elects to exercise its RestasisTM Option
or is obligated to, and does, co-promote RestasisTM in accordance with its RestasisTM Obligation” is replaced with
“Section 7.3(d) in the event Inspire elects to exercise its right to co-promote RestasisTM in accordance with provisions of Section 7.3(d).” 
  
 5.    Nothing in this Second Amendment shall waive or release any prior
breach or any representation or warranty under Article 2 of the Agreement by either Party. 
  
 (Signature page to follow) 
  

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 IN WITNESS WHEREOF, each of the Parties has caused this Second Amendment to be executed by its duly authorized
representative as of the year and day first above written. 
  

									
	 INSPIRE PHARMACEUTICALS, INC.
	 		 	 ALLERGAN, INC.

					
	By:	 	/s/ Thomas R. Staab,
II                                        
	 		 	By:	 	/s/ Jeffrey L.
Edwards                                
		 	 Name:  Thomas R. Staab, II
 Title:    Chief Financial Officer & Treasurer
	 		 		 	 Name:  Jeffrey L. Edwards
 Title:    Executive Vice President,
 Finance and Business Development,
 Chief Financial Officer

				
		 		 		 	 ALLERGAN SALES, LLC

					
		 		 		 	By:	 	/s/ Jeffrey L.
Edwards                                
		 		 		 		 	 Name:  Jeffrey L. Edwards
 Title:    Vice President and Chief Financial Officer

				
		 		 		 	 ALLERGAN PHARMACEUTICALS HOLDINGS
 (IRELAND) LTD.

					
		 		 		 	By:	 	/s/ Terilea
Wielenga                                    
		 		 		 		 	 Name:  Terilea Wielenga
 Title:    Director


  

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