Exhibit 10.53
CONFIDENTIAL TREATMENT REQUESTED
INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND
NOTED WITH "****". AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED
TO THE SECURITIES AND EXCHANGE COMMISSION.
Execution Version
CONFIDENTIAL
Amendment No. 3 to Sales Agreement
THIS AMENDMENT NO. 3 TO SALES AGREEMENT (this "Amendment") is made effective as
of October 1, 2012 by and between NTP Radioisotopes (Pty) Ltd., a commercial
company registered and existing under the laws of the Republic of South Africa,
having its registered office at Building 1700, Pelindaba, Church Street West
Extension, Brits District, North West Province of South Africa ("NTP"), and
Lantheus Medical Imaging, Inc., a corporation organized and existing under the
laws of Delaware with a place of business at 331 Treble Cove Road, North
Billerica, Massachusetts, United States of America 01862 ("Lantheus").
WHEREAS:
1.
Lantheus and NTP, on behalf of itself and its
Subcontractor, IRE, entered into a Sales Agreement effective as of April 1, 2009
(the "Sales Agreement");
2.
Lantheus and NTP, on behalf of itself and its
Subcontractor, IRE, entered into Amendment No. 1 to the Sales Agreement
effective as of January 1, 2010 ("Amendment No.1");
3.
Lantheus and NTP, on behalf of itself and its
Subcontractors, IRE and ANSTO, entered into Amendment No. 2 to the Sales
Agreement effective as of April 1, 2011 (together with the Sales Agreement and
Amendment No. 1, collectively, the "Agreement");
4.
In support of international objectives to eliminate the use of
highly enriched uranium ("HEU") in civil nuclear applications, Lantheus, NTP and
its Subcontractors have made a significant, diligent and cooperative effort to
develop a more robust supply of Products for Lantheus derived from low enriched
uranium ("LEU"), which resulted in Lantheus having the first Technetium-99m
generators utilizing LEU-based Product qualified and approved by the United
States Food and Drug Administration;
5.
In connection with these efforts, NTP and its Subcontractors
have agreed to increase their production of LEU-based Product made available to
Lantheus; and
6.
NTP, on behalf of itself and its Subcontractors, and Lantheus
wish to further amend the Agreement to extend its term and specify pricing and
volume levels for the supply of Product from October 1, 2012 through
December 31, 2017 by restating certain existing provisions of the Agreement and
further amending or
supplementing such provisions to give effect to such amendments effective as of
the date hereof.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1.
Definitions.
Terms defined in the Agreement and not otherwise defined
herein are used herein with the meanings so defined.
2.
Amendments.
2.1
Section 2.1 of the Agreement is hereby amended by deleting
in its entirety said Section 2.1 and replacing therewith the following:
2.1
Subject to the terms of this Agreement, the parties hereby
agree as follows:
(a)
[Intentionally left blank.]
(b)
Commencing as of