Amendment to Article 8. Article 8 of the Credit Agreement is hereby ---------------------- amended by adding thereto the following new Section 8.11 and Section 8.12:
Amendment to Article 8. Section 8.1 of the Loan Agreement, Events of Default, is hereby amended by deleting subsection (q) in its entirety and by substituting in lieu thereof the following:
Amendment to Article 8. Article 8 of the Credit Agreement is hereby amended by replacing each occurrence of the text “$2,500,000” with the text “$25,000,000”.
Amendment to Article 8 of the Stock Purchase Agreement is hereby deleted in its entirety and replaced with the following:
Amendment to Article 8. Article 8 of the Agreement is hereby amended by deleting the existing Sections 8.4 and 8.5 and replacing in their entirety with the following: CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Amendment to Article 8. Section 8.1 of the Loan Agreement, Events of ---------------------- --------- Default, is hereby amended by deleting subsection (q) thereof in its entirety ------- and by substituting the following in lieu thereof:
(q) The Parent shall incur or permit to remain outstanding any Indebtedness for Money Borrowed other than the Convertible Notes (or any refinancing of the foregoing which does not exceed the principal amount outstanding on the date of such refinancing); or"
Amendment to Article 8. Section 8.12 of the Loan Agreement, Financial Covenants, is hereby amended by deleting subsections (a) and (b) thereof, Leverage Ratio and Adjusted Leverage Ratio, in their entirety and by substituting in lieu thereof the following:
Amendment to Article 8. The Purchase Agreement is hereby amended by inserting the following as Sections 8.5:
Amendment to Article 8. Article 8 of the Supply and Purchase Agreement among Takeda, SPA and RTU is hereby amended adding the following paragraphs after the existing paragraph in Article 8 with the following: ‘Not later than April 1, 2016, SPI shall identify one or more third party contract manufacturers (“Backup Supplier”) reasonably acceptable to RTU and Takeda to act as a secondary source for the Manufacture and supply of the Product. Within ninety (90) days after October 1, 2014, SPI shall use Commercially Reasonable Efforts to provide Takeda with a written list of potential Backup Suppliers identified by SPI. Not later than twelve (12) months after April 1, 2016 (“Qualification Period”), with assistance of RTU, SPI shall use Commercially Reasonable Efforts to obtain all Regulatory Approvals required for the Backup Supplier to Manufacture and supply the Product for use in Development and Commercialization of the Product in the United States (“Required Approvals”). If SPI does not obtain the Required Approvals prior to the expiration of the Qualification Period, then beginning on the first day after the expiration of the Qualification Period, the provisional price paid by Takeda to RTU for the Product and Samples as determined under Section 3.3 will be […***…] until the date on which SPI notifies Takeda in writing that the Required Approvals have been obtained. Beginning on the first day of the second full calendar month after Takeda receives such notice from SPI, […***…]. Not later than twelve (12) months after April 1, 2016 or the date on which the Product is approved for commercial sale in Canada, whichever is later, SPI , with assistance of RTU shall use Commercially Reasonable Efforts to obtain all Regulatory Approvals necessary for the Backup Suppliers to manufacture and supply the Product for Development and Commercialization of the Product in Canada. SPI and RTU will be responsible for all costs associated with qualifying the Backup Supplier, including costs for materials, start up, validation and test batches, stability testing and equipment. Upon written request by SPI or Takeda from time to time, RTU shall provide a reasonably detailed written report of RTU’s efforts and progress to qualify the Backup Suppliers as required hereunder. SPI and RTU shall ensure that the Backup Supplier has the capacity to Manufacture and supply the Product in sufficient quantities to meet Takeda’s Binding Forecast in any given quarter in the event of an interruption to the primary sour...
Amendment to Article 8. Section 8.3 of the Supply Agreement among Takeda, SPA and RTU is hereby amended by replacing the last sentence of that section with the following: ‘In addition, the receiving Party may disclose Confidential Information to its Affiliates and its and their officers, directors, employees, contractors, consultants, agents and advisors on a “need-to-know” basis in order for the receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than those set forth in Article 8.’
