Amendment No. 2 to Commercial Supply Agreement BETWEEN CAMBREX PROFARMACO MILANO, and HORIZON PHARMA IRELAND LIMITED
Exhibit 10.79
Amendment No. 2
to Commercial Supply Agreement
BETWEEN
CAMBREX PROFARMACO MILANO, and HORIZON PHARMA IRELAND LIMITED
Background:
This Amendment No. 2 (“Amendment No. 2”) is made by and between Cambrex Profarmaco Milano Srl, Xxx X. Xxxxxx, 00, 00000 Xxxxxx (XX), Xxxxx (“Cambrex”) and Horizon Pharma Ireland Limited with its registered office at Xxxxxxxxx Xxxxx, 0xx Xxxxx, 0 Xxxxxxxxxx Xxxx, Xxxxxx 0, Xxxxxxx (“Horizon”).
WHEREAS Cambrex and Raptor Pharmaceuticals Inc. entered into an API Supply Agreement dated November 3, 2010 (the “Agreement”), as amended on April 9, 2013.
WHEREAS the Agreement was assigned by way of mutual consent to Horizon on 10 May 2017.
Cambrex and Horizon now wish to amend the Agreement to replace the Purchasing Specifications Exhibit (Exhibit 1.13) to the Agreement. The effective date of this Amendment No. 2 is January 17, 2018 (the “Effective Date”). Cambrex and Horizon, as used herein, may be referred to, collectively, as “Parties” and individually as a “Party”.
NOW THEREFORE in consideration of the premises hereof and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree to amend the Agreement as follows:
ARTICLE 1 AMENDMENT TO EXHIBIT 1.13
1.1 Specifications for Purchasing. Horizon and Cambrex hereby replace the existing Exhibit 1.13 with the Exhibit 1.13 attached here as Exhibit A.
ARTICLE 2 MISCELLANEOUS
2.1 No Other Modifications. The “Background” section of this document is incorporated into the Agreement. Except as expressly amended by this Amendment No. 2, the terms and conditions of the Agreement shall remain in full force and effect.
2.2 Counterparts. This Amendment No. 2 may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
2.3 Entire Agreement. The Agreement, as amended hereby, together with all other Amendments, constitute the full, complete, final and integrated agreement between the parties related to the subject matter hereof and thereof and supersede all previous written or oral negotiations, commitments, agreements, transactions or understandings concerning the subject matter hereof.
(Signatures on next page)
Page 1
Confidential
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 2 as of the date first set forth above.
Agreed and Accepted:
Horizon Pharma Ireland Limited | Cambrex Profarmaco Milano | |
By: /s/ Xxxx Xxxxxx | By: /s/ Xxxx Xxxxxxx | |
Printed Name: Xxxx Xxxxxx | Printed Name: Xxxx Xxxxxxx | |
Title: Director | Title: Managing Director | |
Date: 7th January 2018 | Date: January 17, 2018 |
Omitted Schedule:
Exhibit A – Replacement Exhibit 1.13
Page 2