exv10w293



 







EXHIBIT 10.293



CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




FIRST AMENDMENT TO THE




MANUFACTURING AND PACKAGING AGREEMENT BETWEEN




CARDINAL HEALTH PTS, LLC




AND




LIGAND PHARMACEUTICALS INCORPORATED




          THIS FIRST AMENDMENT (the “Amendment”) to the Manufacturing and Packaging Agreement
dated 13 February 2004 (the “Agreement”), is made and entered into on this                      day of May,
2006, between Ligand Pharmaceuticals Incorporated (“Ligand”) and Cardinal Health PTS, LLC
(“Cardinal Health”). Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Agreement.




          WHEREAS, Ligand and Cardinal Health are parties to the Agreement, pursuant to which Cardinal
Health manufactures AVINZA for Ligand at certain agreed upon initial prices, subject to adjustment
as set forth therein and with certain minimum orders;




          WHEREAS, the parties have mutually agreed to modify such initial prices, minimum orders and
certain related provisions of the Agreement;




          NOW, THEREFORE, in consideration of the covenants contained in this Amendment and the
Agreement, the parties hereto hereby amend the Agreement as follows, effective as of 01 July 2006:





	 	1.	 	Exhibit D of the Agreement is replaced in its entirety with Exhibit D attached
hereto.
	 
	 	2.	 	Section 7.2 of the Agreement is modified to read, in its entirety, as follows:
	 
	 	 	 	7.2 Price Adjustment. The Unit Pricing may be adjusted on an annual basis,
effective on or after 1 January 2007, upon sixty (60) days prior written notice from
Cardinal Health to Ligand. Such adjustment shall be based on actual increases or
decreases in relevant labor and/or materials costs, subject to the following
limitations:
	 
	 	 	 	The Unit Pricing for Product shall include only: (a) the cost of excipients and
packaging materials and (b) Cardinal Health’s processing, i.e. manufacturing,
testing and packaging. Any price adjustment shall limit the increase in component
(b) to not more than the increase in the most recent calendar year Producer Price
Index, Industry: Pharmaceutical Preparations, Series ID: PCU2834# (N), as
published by the U.S. Department of Labor, Bureau of Labor Statistics and available
through http://data.bls.gov/cgi-bin/srgate. No price adjustment shall
include an adjustment for component (b) prior to 1 January, 2008. Cardinal Health
agrees to provide back-up documentation of labor and/or materials costs for all
annual increases and such costs and related documentation shall be auditable upon
reasonable notice, by an independent third party reasonably acceptable to Ligand and
Cardinal Health.




 









 












	 	3.	 	Section 1.9 of the Agreement is modified to read, in its entirety, as follows:






	 	1.9	 	“Commencement Date” means August 17, 2005.






	 	4.	 	Section 1.11 of the Agreement is modified to read, in its entirety, as follows:






	 	1.11	 	“Contract Year” shall have the meaning set forth in Exhibit D.





          5. Governing Law. This Amendment shall be construed in accordance with and
governed by the law of the State of New York.




          6. Entire Agreement. The Agreement, as amended hereby, constitutes the full
and entire understanding between the parties regarding the subject matter herein. Except as
otherwise expressly provided herein, the provisions hereof shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.




          7. Full Force and Effect. Except as amended hereby, the Agreement shall
remain in full force and effect.




          8. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Amendment shall become effective as of 01 July
2006.




          9. Captions. The titles and captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation hereof.




          IN WITNESS WHEREOF, the parties hereof have caused this First Amendment to the Agreement to be
duly executed and delivered as a deed by their respective authorized officers of the day and year
first written above.




LIGAND PHARMACEUTICALS INCORPORATED




	 	 	 	 	 	 	 
	By:

Name:

	 	/s/ Taylor J. Church
 

Taylor J. Church
	 	 	 	 
	Title:

	 	Senior Vice President Operations and President, International	 	 	 	 






CARDINAL HEALTH PTS, LLC




	 	 	 	 	 	 	 
	By:

Name:

	 	/s/ David Wood
 

David Wood
	 	 	 	 
	Title:

	 	VP/GM Controlled Release Technologies	 	 	 	 







 









 








EXHIBIT D

UNIT PRICING, FEES AND MINIMUM REQUIREMENT 




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	***	 	Certain information on this page has been omitted and filed separately with the Commission.
Confidential treatment has been requested with respect to the omitted portions.