*** TEXT OMITTED AND FILED SEPARATELY
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. Sections 200.80 (B)(4),
200.83 AND 240.24B-2
Xxxxxxx-Xxxxx Squibb Company
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
June 26, 1997
Xx. Xxxx Xxxxxxx
Vice President
Business Development
CIMA LABS, INC.
00,000 Xxxxxx Xxxx Xxxx
Xxxx Xxxxxxx, XX 00000-0000
RE: AMENDMENT TO THE SUPPLY AGREEMENT, DATED OCTOBER 10, 1996, BY AND AMONG
CIMA LABS, INC. AND XXXXXXX-XXXXX SQUIBB COMPANY (THE "SUPPLY AGREEMENT")
Dear Xxxx:
This letter, when signed by both parties, will amend the Base Purchase Prices in
Exhibit A to the above Supply Agreement as follows:
ACTIVE MG. PER BASE PURCHASE PRICE
PRODUCT FLAVOR INGREDIENT TABLET PER CARTON
[...*...] [...*...] [...*...] [...*...] [...*...]
[...*...] [...*...] [...*...] [...*...] [...*...]
This Amendment will be effective as to product shipped and invoiced on or after
the date of final execution hereof.
* CONFIDENTIAL TREATMENT REQUESTED
29
Each of CIMA and BMS agree that the original Base Purchase Price reflected in
the Supply Agreement included a royalty component and the purpose of this
Amendment is to acknowledge that such royalty is being paid pursuant to the
License Agreement dated the date hereof, between BMS and CIMA (the "License
Agreement"). Accordingly, in the event that the aggregate amount paid by BMS to
CIMA (i) for product purchased pursuant to the Supply Agreement as amended
hereby plus (ii) royalties paid pursuant to the License Agreement on products
purchased from CIMA pursuant to the Supply Agreement as amended hereby is less
than the aggregate BMS would have paid for product purchased pursuant to the
Supply Agreement without this Amendment, BMS shall make a supplemental quarterly
payment to CIMA in the amount of such difference. Notwithstanding the
generality of the foregoing, in computing the amount CIMA would have received
under the Supply Agreement without giving effect to this Amendment, the U.S.
Producer Price Index adjustment mechanism specified in paragraph 3(d) of the
Supply Agreement shall be applied only to the Base Purchase Price as specified
in this Amendment.
To indicate your acceptance of this amendment to the Supply Agreement, please
sign and date your acceptance below. This should be done on both copies of this
Amendment. Please execute both copies of the letter and return one fully
executed copy to Xxxxxxx-Xxxxx Products.
XXXXXXX-XXXXX PRODUCTS
a division of Xxxxxxx-Xxxxx
Squibb Company
By: /s/ Xxxxx X. De Amicis
------------------------------
Name: Xxxxx X. De Amicis
------------------------------
Title: Vice President
------------------------------
Date: June 26, 1997
------------------------------
ACCEPTED AND AGREED:
CIMA LABS, INC.
By: /s/ Xxxx Xxxxxxx
------------------------------
Name: Xxxx Xxxxxxx
------------------------------
Title: VP Business Development
------------------------------
Date: June 26, 1997
------------------------------
30
