Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. AMENDMENT TO KRISTALOSE AGREEMENT
EXHIBIT 10.9.1
* Certain portions of this exhibit have been omitted pursuant to a request for confidential
treatment which has been filed separately with the SEC.
treatment which has been filed separately with the SEC.
AMENDMENT TO
KRISTALOSE AGREEMENT
KRISTALOSE AGREEMENT
This Amendment to Kristalose Agreement (the “Amendment”) is entered into this 3rd
day of April, 2008 by and between Inalco S.P.A. (“Inalco Italy”), Inalco Biochemicals, Inc.
(“Inalco U.S.”) and Cumberland Pharmaceuticals Inc. (“Cumberland”). Inalco Italy and Inalco U.S.
are hereinafter collectively referred to as “Inalco.”
WHEREAS, Inalco and Cumberland entered into a certain Kristalose Agreement in April 2006 (the
“Agreement”); and
WHEREAS, Inalco and Cumberland desire to amend the Kristalose Agreement in certain respects as
set forth herein.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements hereinafter
set forth, and for other good and valuable consideration, the parties hereto agree as follows:
1. Amendment of Section 4.1. Subsection C. (Third Installment) of Section 4.1 of the
Agreement is hereby amended by deleting “Three Million U.S. Dollars ($3,000,000 U.S.), payable upon
the third anniversary of the Effective Date of this Agreement” and substituting in lieu thereof
“Two Million Seven Hundred Sixty Thousand U.S. Dollars ($2,760,000 U.S.), payable within seven (7)
days of the date of this Amendment.”
2. Amendment of Section 4.2. Section 4.2 (Royalty Payment) is hereby amended by
deleting from Subsection B. thereof “[***]” and substituting in lieu thereof “[***]”. Section 4.2
is hereby further amended by deleting from Subsection C. thereof “[***]” and substituting in lieu
thereof “[***].”
3. Amendment of Section 4.3. Effective the date of this Amendment, Section 4.3
(Payment for Product) is hereby amended to reflect a one-time price increase by deleting “[***]”
and substituting in lieu thereof “[***]” and by deleting “[***]” and substituting in lieu thereof
“[***].”
4. Capitalized terms not defined in this Amendment shall have the meaning set forth in the
Agreement.
5. It is mutually agreed that all covenants, conditions and agreements set forth in the
Agreement (as amended hereby) shall remain binding upon the parties and inure to the benefit of the
parties hereto and their respective successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly
authorized representatives effective as of the day and year first written above.
INALCO S.P.A |
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By: | /s/ Xxxxxxxx Xxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxx | |||
Its: President | ||||
INALCO BIONCHEMICALS, INC. |
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By: | /s/ Xxxx Xxxx | |||
Name: | Xxxx Xxxx | |||
Its: President | ||||
CUMBERLAND PHARMACEUTICALS INC. |
||||
By: | /s/ X.X. Xxxxxx | |||
Name: | X.X. Xxxxxx | |||
Its: Chief Executive Officer | ||||
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