EXHIBIT 10.14
SECOND AMENDMENT
TO FINISHED GOODS SUPPLY AGREEMENT
(CORE PRODUCTS)
This Second Amendment (this "Second Amendment") to the Finished Goods
Supply Agreement (Core Products) dated the 29th day of March, 2000, between
Xxxxxx Pharmaceuticals, Inc., a Nevada corporation ("Xxxxxx"), and Xxxxxx Drug
Co., Inc., a New York corporation ("Xxxxxx") (the "Original Core Products
Agreement"), as amended pursuant to that certain Amendment and Supplement No. 1
to Finished Goods Supply Agreement (Core Products) dated as of August 8, 2001,
(the "First Amendment" and collectively with the Original Core Products
Agreement, the "Core Products Agreement"), is made as of this 20th day of
December, 2002.
RECITALS
X. Xxxxxx and Xxxxxx entered into the Original Core Products
Agreement pursuant to which Xxxxxx (or its appropriate Affiliates) agreed to
supply and Xxxxxx (or its appropriate Affiliates) agreed to purchase the
Commercial Products.
B. Pursuant to Section 2.6 of the Original Core Products
Agreement Xxxxxx made certain minimum quarterly payments to Xxxxxx for
Commercial Products (the "Minimum Payments").
C. The Minimum Payments made by Xxxxxx exceeded the aggregate
purchase price of the Commercial Products supplied by Xxxxxx, resulting in a
credit to Xxxxxx for excess Minimum Payments of $4,402,682.60 through and
including the quarter ended December 31, 2000 (the "Core Products Credit
Amount").
X. Xxxxxx and Xxxxxx entered into the First Amendment to, among
other things, (i) agree upon the Core Products Credit Amount, (ii) reduce
Xxxxxx'x minimum quarterly payments to Xxxxxx and (iii) provide for the
application of the Core Products Credit Amount against future purchases of
Commercial Products from Xxxxxx, and for the repayment by Xxxxxx of the
remaining balance of the Core Products Credit Amount in equal monthly
installments in October and November 2002.
X. Xxxxxx and Xxxxxx are parties to a certain Loan Agreement
dated as of March 29, 2000, as amended by that certain Amendment to Loan
Agreement dated as of March 31, 2000 (as so amended, the "Loan Agreement")
pursuant to which Xxxxxx has made a term loan to Xxxxxx in the principal amount
of $17,500,000 (the "Loan").
X. Xxxxxx and Xxxxxx propose to amend the Loan Agreement pursuant
to a certain Second Amendment to Loan Agreement dated as of even date providing,
among other items, for the inclusion of the current balance of the Core Products
Credit Amount
as of the date hereof of $3,901,331 (the "Core Products Rollover Amount") in the
principal amount of the Loan.
X. Xxxxxx and Xxxxxx desire to amend the Core Products Agreement
to reflect the inclusion of the Core Products Rollover Agreement in the Loan.
In consideration of the foregoing premises, and the mutual covenants
and obligations set forth herein, Xxxxxx and Xxxxxx hereby agree as follows:
1. Definitions. All capitalized terms used herein and not
otherwise defined shall have the meaning set forth in the Core Products
Agreement.
2. Section 2.7 of the Agreement is hereby deleted in its entirety
and the following inserted in its place:
"2.7 Credits. Xxxxxx acknowledges that as of December 20,
2002, Xxxxxx has paid to Xxxxxx an aggregate of $3,901,331 in
excess of the aggregate purchase price of Commercial Products
supplied by Xxxxxx to Xxxxxx under the Agreement (the "Core
Products Rollover Amount"). Xxxxxx and Xxxxxx acknowledge and
agree that effective as of December 20, 2002 (i) the Core
Products Rollover Amount shall be included in the Loan (as
defined in the Second Amendment hereto) and subject to the
terms and provisions of the principal amount of the Loan
Agreement (as defined in the Second Amendment hereto), and
(ii) except for its obligations under the Loan, Xxxxxx shall
have no further liability to Xxxxxx for the Core Products
Rollover Amount."
3. Surviving Provisions. Xxxxxx and Xxxxxx agree that except as
expressly modified herein all provisions of the Core Products Agreement shall
remain in full force and effect.
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IN WITNESS WHEREOF, the parties have caused this Second Amendment to be
executed by their respective duly authorized officers as of the date first above
written.
XXXXXX PHARMACEUTICALS, INC.
By:__________________________________
Name:____________________________
Title:___________________________
XXXXXX DRUG CO., INC.
By:__________________________________
Name: Xxxxxxx Xxxxxxx
Title: Chief Executive Officer
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