EXHIBIT 10.12
AMENDMENT TO TOLL MANUFACTURING AGREEMENT
AGREEMENT dated as of this day of December, 1994 between PUREPAC
PHARMACEUTICAL CO., a Delaware Corporation, having its principal office at
000 Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 ("Purepac"), and FAULDING INC., a
Delaware corporation, having its office at 000 Xxxxxxxxx Xxxxxx, Xxxxxxxx, XX
00000 ("Faulding").
WHEREAS, the parties have entered into a Toll Manufacturing
Agreement (the "Manufacturing Agreement") dated as of August 1, 1993,
providing for the manufacture by Purepac and the purchase by Faulding of
certain pharmaceutical products as contemplated therein; and
WHEREAS, the parties wish to amend certain provisions of the
Manufacturing Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:
1. The percentage "one hundred twenty percent (120%)" set forth
in Section 1.4 of the Manufacturing Agreement shall be changed to "one
hundred twenty-five percent (125%)".
2. The percentage "eighty percent (80%)" set forth in Section 1.5
of the Manufacturing Agreement shall be changed to "seventy-five percent
(75%)".
3. The word "Kapanol" appearing in Section 1.15 of the
Manufacturing Agreement shall be changed to "Xxxxxx".
4. Section 1.17 of the Manufacturing Agreement is hereby amended
to add to the end of such Section the words "and its territories and
possessions, including without limitation Puerto Rico".
5. Section 16.1 of the Manufacturing Agreement is hereby deleted
in its entirety and replaced with the following:
"16.1 Subject to any other provision hereof, this Agreement shall
remain in effect until December 31, 2010, and the term of this
Agreement shall automatically be renewed thereafter for up to four
successive five-year terms unless notice is given by Faulding to
Purepac at least six months prior to the date of any such renewal
of Faudling's desire not to renew such term. In addition to the
foregoing, at any time after December 31, 2010, this Agreement
may be terminated by Faulding upon not less than 24 months'
written notice to Purepac."
6. Section 16.2 of the Manufacturing Agreement is hereby deleted
in its entirety and replaced with the following:
"16.2 The obligations of the parties set forth in this Agreement
may be terminated by notice in writing by either party (i) if the
other party shall default in the performance of any of its
obligations under this Agreement and such default shall continue
for a period of not less than sixty (60) days after written notice
specifying such default shall have been given, or (ii) the other
makes an arrangement with its creditors or goes into receivership
or liquidation, or if a receiver and manager is appointed in
respect of the whole or part of the property or business of such
other party."
7. Except as and to the extent specifically amended hereby, the
Manufacturing Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and date first set forth above.
FAULDING INC. PUREPAC PHARMACEUTICAL CO.
By: /s/ By: /s/
_______________________________ _____________________________
Xxxxxxx X.X. Xxxxxx, President Xxxxxx X. Xxxx, President
