AMENDMENT TO EQUIPMENT FUNDING AGREEMENT
Exhibit 10.7
AMENDMENT TO EQUIPMENT FUNDING AGREEMENT
This AMENDMENT TO EQUIPMENT FUNDING AGREEMENT (this “Amendment”), is entered into as of 8th day of January, 2013 (“Effective Date”) by and between NuPathe Inc., a Delaware corporation with its principal place of business at 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000 XXX (“NuPathe”) and LTS XXXXXXX Therapie-Systeme AG, a German corporation with its principal place of business at Xxxxxxxxxx. 0, 00000 Xxxxxxxxx, Xxxxxxx (“LTS”). Each of NuPathe and LTS shall be a “Party,” and together shall be referred to as the “Parties.”
RECITALS
WHEREAS, LTS and NuPathe entered into an Equipment Funding Agreement effective as of June 1, 2010 (the “Equipment Funding Agreement”) pursuant to which NuPathe agreed to fund the purchase of certain Commercial Equipment and reimburse LTS for the cost of certain Installation Activities necessary for the manufacture of Commercial Components under the Manufacturing Agreement;
WHEREAS, capitalized terms not defined herein have the meanings set forth in the Equipment Funding Agreement;
WHEREAS, in order to manufacture Commercial Components under the Manufacturing Agreement, the purchase of additional commercial equipment as set forth on Annex 1 (the “Additional Commercial Equipment”) and the Installation Activities with respect to such Additional Commercial Equipment (the “Additional Installation Activities”) are necessary; and
WHEREAS, NuPathe is willing to fund the purchase of the Additional Commercial Equipment and reimburse LTS for the costs of the Additional Installation Activities in accordance with the terms of this Amendment;
NOW THEREFORE, NuPathe and LTS, in consideration of the mutual agreements and covenants hereinafter contained, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, do each hereby agree, as hereinafter set forth:
1. LTS and NuPathe agree that a) LTS shall purchase and NuPathe shall pay for, the Additional Commercial Equipment and b) LTS shall perform, and NuPathe shall pay for, the Additional Installation Activities, all in the same manner and upon the same terms and conditions as was agreed to with respect to the funding of the Commercial Equipment and Installation Activities under the Equipment Funding Agreement.
2. All terms and conditions of the Equipment Funding Agreement shall apply with respect to the Additional Commercial Equipment and Additional Installation Activities in the same manner as the Commercial Equipment and Installation Activities, except as explicitly set forth herein. To the extent there is any inconsistency
between this Amendment and the Equipment Funding Agreement, this Amendment shall control.
3. The Requirements for the Additional Commercial Equipment are as set forth on Annex 2.
4. The payment schedule for the purchase of the Additional Commercial Equipment and the Installation activities shall be as set forth on Annex 3 hereto.
IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this Amendment as of the Effective Date.
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LTS XXXXXXX Therapie-Systeme AG |
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By: |
/s/ Xxxxxx Relaff Klauch Haczkiewick |
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: |
Xxxxxx Relaff Klauch Haczkiewick |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
General Counsel, Head of BD |
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Title: |
President |
ANNEX 2
PERFORMANCE REQUIRMENTS
E-patch Line: 5 million units annually
Drug Reservior Line: 5 million units annually
ANNEX 3
PAYMENT SCHEDULE
Annex 3. Payment Schedule ( Jan. 2013)
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Spalte4 |
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Spalte5 |
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Spalte6 |
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Spalte7 |
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Spalte8 |
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Spalte9 |
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Spalte10 |
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Spalte1 |
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Spalte2 |
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Spalte3 |
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Months 1 |
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Months 2 |
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Month 3 |
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Months 4 |
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Months 5 |
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Months 6 |
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Months 7 |
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Total Cost (€) |
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E Patch Line upgrade |
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Punching Toll |
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79000 |
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31600 |
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47400 |
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Modificaton Punching Station |
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10000 |
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10000 |
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Spare parts |
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20000 |
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8000 |
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12000 |
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Commercial Reservoir line upgrade |
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Line upgrade new design |
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214000 |
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85600 |
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128400 |
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De- and reinstaliation, transport, |
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43000 |
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21500 |
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21500 |
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Hole Punch Station |
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119000 |
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47600 |
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71400 |
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Enginering |
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20000 |
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10000 |
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10000 |
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Total Costs |
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505000 |
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Monthly Costs |
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204300 |
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69400 |
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21500 |
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209800 |
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