Exhibit 10.1
***Text Omitted and Filed Separately
CONFIDENTIAL TREATMENT REQUESTED
Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2
AGREEMENT TO AMEND SUPPLY AGREEMENT DATED AUGUST 29, 2005
(AMENDMENT 1)
This Agreement to Amend (the "Amendment") the Supply Agreement dated August 29,
2005 (the "Agreement") between the Parties herein, is entered into on this the
6th day of July 2006
By and between
BlOCON LIMITED, a company incorporated under the laws of India, having its
registered office at 20th K.M. Hosur Road, Electronics City P.O., Bangalore 560
100, India ("Biocon");
And
PAR PHARMACEUTICAL, INC., a Delaware Corporation, with offices located at 300
Tice Boulevard, Woodcliff Lake, New Jersey 07677, United States of America
("Par");
Biocon and Par are each referred to as a "Party" and are collectively referred
to as the "Parties".
Whereas Biocon and Par have entered into a Supply Agreement dated August 29,
2005 for the supply of tiacumicin [***] Active Pharmaceutical Ingredient and
pursuant to the mutual discussion between Biocon and Par and in accordance with
Article 12.1 of the Agreement, the Parties wish to amend the Agreement with
effect from July 6, 2006 (the "Effective Date").
The Parties mutually agree as follows:
1.
THE DELIVERED PRICE PER KILOGRAM OF API
FOR BOTH R&D SUPPLY AND COMMERCIAL SUPPLY UNDER ARTICLE 4.2 OF THE AGREEMENT
SHALL HENCEFORTH BE A UNIFORM PRICE OF USD [***] (UNITED STATES DOLLARS [***]).
2.
THE AMENDMENT MUTUALLY AGREED UPON
HEREIN SHALL BE THE ONLY AMENDMENT TO THE AGREEMENT AND ALL OTHER TERMS AND
CONDITIONS OF THE AGREEMENT SHALL REMAIN UN-CHANGED AND SHALL CONTINUE TO BE IN
FULL FORCE AND EFFECT.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of
the Effective Date by signature of their duly authorized representatives.
FOR BIOCON LIMITED
FOR PAR PHARMACEUTICAL, INC.
Name: Rakesh Bamzai
Name:
Title: President - Group Marketing
Title:
26
SUPPLY AGREEMENT
THIS SUPPLY AGREEMENT IS HEREBY ENTERED INTO AS OF AUGUST 29, 2005 (THE
"EFFECTIVE DATE"), BY AND BETWEEN PAR PHARMACEUTICAL, INC. ("PAR"), A DELAWARE
CORPORATION WITH OFFICES LOCATED AT 300 TICE BOULEVARD, WOODCLIFF LAKE, NEW
JERSEY 07677 USA AND BIOCON LIMITED ("BIOCON") A COMPANY ORGANIZED UNDER THE
LAWS OF INDIA, WITH OFFICES LOCATED AT 20TH K M HOSUR ROAD, ELECTRONICS CITY,
BANGALORE 560 100 INDIA.
BIOCON AND PAR ARE EACH REFERRED TO AS A "PARTY", AND
ARE COLLECTIVELY REFERRED TO AS THE "PARTIES".
WHEREAS, PAR WISHES TO DEVELOP PRODUCTS CONTAINING THE ACTIVE PHARMACEUTICAL
INGREDIENT TIACUMICIN [***] FOR MARKETING AS A PHARMACEUTICAL PRODUCT;
WHEREAS, PAR WISHES TO PURCHASE SUCH TIACUMICIN [***] FROM BIOCON UNDER THE
TERMS AND CONDITIONS SET FORTH HEREIN; AND
WHEREAS, BIOCON DESIRES TO SUPPLY TO PAR ITS REQUIREMENTS OF THE ACTIVE
PHARMACEUTICAL INGREDIENT TIACUMICIN [***].
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING PREMISES AND THE MUTUAL
PROMISES AND COVENANTS SET FORTH BELOW AND FOR OTHER GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED,
BIOCON AND PAR MUTUALLY AGREE AS FOLLOWS:
ARTICLE 1
DEFINITIONS
1.1
"ACT" SHALL MEAN THE FEDERAL FOOD, DRUG AND