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CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
[PROMETHEUS LETTERHEAD]
January 18, 2006
AstraZeneca LP
0000 Xxxxxxx Xxxx
X.X. Xxx 00000
Xxxxxxxxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxxx, Senior Director
Licensing Partnerships and Commercial Development
- Re:
- Third Amendment to Distribution Agreement
Dear Will:
Reference is hereby made to that certain Distribution Agreement by and between AstraZeneca LP ("AstraZeneca") and Prometheus Laboratories Inc. ("Prometheus") dated as of November 19, 2004 (as amended by the letter agreements dated December 2, 2004 and November 10, 2005) (the "Distribution Agreement"). Capitalized terms that are not defined in this letter shall have the meanings ascribed to them in the Distribution Agreement.
This letter hereby amends the Distribution Agreement to memorialize the agreement of Prometheus and AstraZeneca to add a new sentence following Section 3.6(a)(iii)(D) of the Distribution Agreement as follows:
- (E)
- [***].
Please have an authorized representative of AstraZeneca countersign this letter below indicating AstraZeneca's agreement to hereby amend the Distribution Agreement as set forth herein and its acceptance of the terms and conditions hereof, and return a copy to my attention at Prometheus.
Except as expressly set forth herein, no change is made hereby to the terms and provisions of the Distribution Agreement and, as amended hereby, the Distribution Agreement will remain in full force and effect.
***Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Nothing in this letter will be deemed or construed as a waiver of any rights Prometheus or AstraZeneca may have under the Distribution Agreement or otherwise.
| PROMETHEUS LABORATORIES INC. | |||
By: |
/s/ XXXXXXX X. XXXXXXX |
||
| Name: | Xxxxxxx X. Xxxxxxx | ||
| Title: | Vice President, Finance and Chief Financial Officer |
||
| Date | 1/18/06 |
||
Acknowledged and Agreed: |
|||
ASTRAZENECA LP |
|||
By: |
/s/ XXXX XXXXXXX |
||
| Name: | Xxxx Xxxxxxx |
||
| Title: | Senior VP & CFO |
||
| Date | 1/27/06 |
||
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