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EXHIBIT 10.10(a)
EXECUTION
COPY
AMENDMENT NO. 1
TO SUPPLY AGREEMENT
THIS AMENDMENT (hereinafter, the "Amendment") effective as of November
1, 1996, amends the Supply Agreement, by and between Pharmacyclics, Inc.
("PCYC") and Xxxxxxxxx Wellcome Co. ("BW") dated as March 1, 1995 (hereinafter,
the "Original Agreement").
W I T N E S S E T H:
WHEREAS, pursuant to the Original Agreement, PCYC agreed to purchase
from BW, and BW agreed to manufacture and supply to PCYC, the pharmaceutical
product known as GADOLITE(R) Oral Suspension (gadolinium aluminosilicate);
WHEREAS, pursuant to a statutory merger of BW with Glaxo Wellcome Inc.
effective as of October 31, 1995, Glaxo Wellcome Inc. ("GW") became the legal
successor-in-interest to all the assets, liabilities, rights and obligations of
BW;
WHEREAS, each of PCYC and GW desire to amend the Original Agreement,
pursuant to the terms of Section 20.11 of the Original Agreement, as more
particularly set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual promises and covenants set forth herein, PCYC and GW hereby agree as
follows:
SECTION 1 - DEFINITIONS AND REFERENCES
1.1 Unless otherwise specifically defined herein, each term used
herein which is defined in the Original Agreement shall have the meaning
assigned to such term in the Original Agreement.
* INDICATES THAT MATERIAL HAS BEEN OMITTED AND CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED THEREFOR. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24b-2.
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1.2 The parties acknowledge and agree that GW is the legal
successor-in-interest to all the rights and obligations of BW contained in the
Original Agreement, and that therefore each and every reference to BW in the
Original Agreement shall instead be deemed to be to GW.
SECTION 2 - ANNUAL MINIMUM QUANTITIES
The parties hereby agree that chart with respect to the Minimum Units
and Maximum Units which appears in Section 2.1(a) of the Original Agreement is
hereby [deleted] in its entirety and the following is hereby substituted in
lieu thereof:
Contract Year Minimum Units Maximum Units
------------- ------------- -------------
First * *
Second * *
Third * *
Fourth * *
Fifth * *
* INDICATES THAT MATERIAL HAS BEEN OMITTED AND CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED THEREFOR. ALL SUCH OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24b-2.
SECTION 3 - COORDINATORS
GW hereby appoints Xx. Xxxxx Xxxxxx, Contract Manufacturing, as GW's
Coordinator (as such term is defined in Article 3 of the Original Agreement).
PCYC hereby appoints Xxx Xxxxxxxx, Senior Director, QA & QC, as PCYC's
Coordinator (as such term is defined in Article 3 of the Original Agreement).
SECTION 4 - METHOD OF PAYMENT
The parties hereby agree that Section 8.4 of the Original Agreement is
hereby deleted in its entirety and the following is hereby substituted in lieu
thereof:
"8.4 Method of Payment. All payments due hereunder to GW shall be
sent to GW at the times set forth herein by wire transfer of funds via
the Federal Reserve Wire Transfer System to Wachovia Bank & Trust
Company, Winston-Salem, North Carolina, for the account of Glaxo
Wellcome Inc., Five Xxxxx Xxxxx, Xxxxxxxx Xxxxxxxx Xxxx, Xxxxx Xxxxxxxx
00000, ABA Number: 000000000, Account Number: 6355047810, or such other
financial institution as GW may designate to Pharmacyclics in writing
from time to time in accordance with Section 20.9 hereof.
Pharmacyclics shall notify the following person prior to the value date
of each wire transfer, or such other person as GW may designate to
Pharmacyclics from time to time in accordance with Section 20.9 hereof:
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Xx. Xxxxx Xxxxxx
Contract Manufacturing
Glaxo Wellcome Inc.
Five Xxxxx Xxxxx
Xxxxxxxx Xxxxxxxx Xxxx
Xxxxx Xxxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
SECTION 5 - NOTICES
The parties hereby agree that the address for Wellcome which appears
in Section 20.9 of the Original Agreement is hereby deleted in its entirety and
the following is hereby substituted in lieu thereof:
"If to GW: Glaxo Wellcome Inc.
Intersection of US 12/NC 11 and XX 000
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Xx. Xxxxx Xxxxxx
Contract Manufacturing
Tel: (000) 000-0000
Fax: (000) 000-0000
With a required copy to: Glaxo Wellcome Inc.
Five Xxxxx Xxxxx
Xxxxxxxx Xxxxxxxx Xxxx
Xxxxx Xxxxxxxx 00000
Attn: General Counsel"
SECTION 6 - SPECIFICATIONS
Attached hereto as Exhibit 4 is a copy of the Product Specifications
(as such term is defined in Section 1.25 of the Original Agreement) which as of
the date hereof, will supersede all other drafts and copies of the Product
Specifications.
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SECTION 7 - GENERAL PROVISIONS
Except as specifically set forth herein, each and every provision of
the Original Agreement shall remain in full force and effect in accordance with
its terms.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective duly authorized representatives as of the day and
year first above written.
PHARMACYCLICS, INC.
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: VP/CFO
GLAXO WELLCOME INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Vice President -
Logistics & Planning
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EXHIBIT 4
Product Specifications attached as
Exhibit 4 to Original Agreement
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*Indicates that material has been omitted and
confidential treatment has been requested
therefor. All such omitted material has been
filed separately with the Commission pursuant
to Rule 24b-2.
