SECOND AMENDMENT TO OEM AGREEMENT
Exhibit 10.3
SECOND AMENDMENT TO
This Second Amendment to OEM Agreement, (“Amendment”) is made and entered into as of December 31,
2004 (“Amendment Date”), by and between Akorn-Strides, LLC, a Delaware limited liability company,
having a principal place of business at 0000 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxx 00000-0000,
Xxxxxx Xxxxxx of America (“A-S”), and Strides Arcolab Limited, a company organized under the laws
of India having a principal place of business at Xxxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxx Xxxx,
Xxxxxxxxx 000 000, Xxxxx (“Strides”), (each a “Party” and collectively the “Parties”).
RECITALS
A. A-S and Strides are parties to that certain OEM Agreement dated September 22, 2004
(“agreement”);
B. A-S and Strides desire to amend the Agreement to clarify the treatment of the Registration
Payment made by A-S, pursuant to the terms and conditions of this Amendment.
NOW, THEREFORE, in consideration of the mutual promises contained herein and other valuable
consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Definitions. All capitalized terms used herein shall have the same meanings set forth
in the Agreement, unless otherwise defined in this Amendment.
2. Funding of Registration Costs. The following text in added to the Agreement as a new
Section 2.3.3:
| 2.3.3 | The Parties acknowledge that the Registration Payment made by A-S pursuant to Section 2.3.1 and the additional Registration Payment that A-S may make pursuant to its own discretion pursuant to Section 2.3.2 represent consideration for the preparation by Strides of the ANDAs set forth in the ANDA Schedule. |
3. Counterparts. This Amendment may be executed in several counterparts that together
shall be originals and constitute one and the same instrument.
4. Effect. Except as modified above, the Agreement shall remain in full force and effect
in accordance with its specific terms.
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IN WITNESS WHEREOF, the parties hereto, through their duly authorized officers, have executed this
Amendment as of the Amendment Date.
Akorn-Strides, LLC
|
Strides Arcolab Limited | ||||||
By: |
/s/ Xxxxxx X. Xxxxxxx | By: | /s/ Xxxx Xxxxx | ||||
Name: |
Xxxxxx X. Xxxxxxx | Name: | Xxxx Xxxxx | ||||
Its:
|
Member Manager | Its: | Executive Vice Chairman & MD | ||||
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