FIRST AMENDMENT to DEVELOPMENT AND SUPPLY AGREEMENT between REVANCE THERAPEUTICS, INC. and HOSPIRA WORLDWIDE, INC.

Exhibit 10.20

[***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

FIRST AMENDMENT

to

DEVELOPMENT AND SUPPLY AGREEMENT

between

REVANCE THERAPEUTICS, INC.

and

HOSPIRA WORLDWIDE, INC.

This First Amendment to the Development and Supply Agreement (“Amendment”) is made and effective as of May 29, 2013 (“Amendment Effective Date”), by and between Revance Therapeutics, Inc. (“Revance”) and Hospira Worldwide, Inc., (“Hospira”), each herein referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used in this Amendment that are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined herein).

RECITALS

WHEREAS, Revance and Hospira are parties to that certain Development and Supply Agreement dated as of December 11, 2009 (the “Agreement”); and

WHEREAS, the Parties now desire to amend the Agreement under the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree that the Agreement is amended as follows:

1) Section 9.3. Section 9.3 is hereby replaced in its entirety with the following amended Section 9.3:

9.3 Failure to Obtain Regulatory Approval. Either party may terminate this Agreement by giving to the other party twelve (12) months’ prior written notice if the Product has not received FDA regulatory approval by [***].

2) Except as expressly amended herein, all other terms and conditions of the Agreement shall remain in full force and effect, and enforceable in accordance with its terms. The terms and conditions of this Amendment are hereby incorporated into and made a part of the Agreement.

3) This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The parties may sign and deliver this Amendment by facsimile or sent by electronic mail in portable document format (PDF) and a reproduction of this Amendment made by facsimile or PDF will have the same effect as a signed and delivered original version.

[SIGNATURE PAGE FOLLOWS]

1.

IN WITNESS WHEREOF, the parties intending to be bound by the terms and conditions hereof have caused this Amendment to be signed by their duly authorized representatives as of the date first above written.

HOSPIRA WORLDWIDE, INC.						REVANCE THERAPEUTICS, INC.
By:		/s/ Xxxxx Xxxxx				By:		/s/ Xxxxxx Xxxxx
		(Signature)						(Signature)
Name:		Xxxxx Xxxxx				Name:		Xxxxxx Xxxxx
Title:		Vice President One 2 One Contract Manufacturing Services				Title:		Executive Vice President Research and Development

[***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

2.