Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
Exhibit 10.22
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
Securities and Exchange Commission. Asterisks denote omissions.
Second side letter to Supply Agreement effective November 6, 2009
Re: Deviation from and Amendment to Supply Agreement of 7 July 2008 (“Supply Agreement)
Dear Xxxxxx,
Based upon recent discussions between Biodel and Organon it is understood that both parties desire
to extend the current Supply Agreement as described below. Biodel requests a modification to the
Supply Agreement such that the Fixed Quarterly Quantities of the Product to be delivered in
calendar year 2010, as referred to in article 4.1 of the Supply Agreement, are reduced to the
following: [**] in Q1, [**] in Q2, [**] in Q3 and [**] in Q4.
In addition to the revision above, the parties hereby amend the Supply Agreement such that the term
of the agreement in article 11.1 is extended through December 31, 2011, with the total of all Fixed
Quarterly Quantities for 2011 to be no less than [**]. The timing of delivery, pricing and other
details relating to the [**] will be determined by the parties at a later date, but in any event no
later than the second calendar quarter of 2010. For any quantity above [**] Organon has no
obligation to supply until Organon’s confirmation is sent to Biodel.
We agree to such amendment of the Supply Agreement and waive the reduction fee otherwise called for
in article 4.1(b) thereof, on the following conditions:
1. Biodel shall not further reduce the revised 2010 and 2011 quantities.
2. Biodel agrees to working with Organon in an open and pro-active atmosphere in accordance with
the letter and the spirit of the Supply Agreement, Confidentiality Agreements, side letters and/or
any other agreements that have been entered into.
Biodel agrees to abide by the above conditions. If any of these conditions are violated, Biodel
acknowledges the full retrospective applicability of, and shall fully abide by, the Supply
Agreement, including without limitation as regards article 4.1(b) in case Biodel does not
retrospectively order the Fixed Quarterly Quantities for 2010 and 2011 as required by the Supply
Agreement.
All terms and conditions of the Supply Agreement shall remain in full force and effect. In case of
any conflict between this side letter and the Supply Agreement, the contents of this side letter
will prevail.
Yours sincerely,
N.V. Organon
N.V. Organon
/s/ Xxxxxx Meeiwissen
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/s/ Xxxxx Xxxxxxxxxxx
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Title: Marketing Manager Biotechnology Products |
Title: Director for Marketing & Sales APY/Biotech |
For acceptance:
/s/ Xxxxxx Xxxxxx
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Title: CFO |