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EXHIBIT 10.20
AMENDMENT NO. 1 TO PRODUCT DEVELOPMENT AND SUPPLY AGREEMENT
THIS AMENDMENT NO. 1, is entered into as of May 3, 2000 by and between
PENWEST PHARMACEUTICALS CO., a Washington corporation, with a principal place
of business at 0000 Xxxxx 00, Xxxxxxxxx, Xxx Xxxx 00000 ("Penwest") and FIRST
HORIZON PHARMACEUTICAL CORPORATION, a Delaware corporation, with a principal
place of business at 000 Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000
("Horizon").
W I T N E S S E T H:
WHEREAS, Penwest and Horizon have heretofore entered into a Product
Development and Supply Agreement dated as of March 25, 1999 (the "Agreement");
and
WHEREAS, Penwest and Horizon desire to amend certain provisions of the
Agreement as hereinafter set forth; and
WHEREAS, Section 12.5 of the Agreement provides that modifications may
be made to the Agreement provided that they are reduced to writing and signed
by duly authorized representative by each of the parties;
NOW, THEREFORE, it is agreed by the parties as follows:
1. In Section 12.3 of the Agreement entitled "Assignment"
Subsection (b) is hereby deleted and the following is substituted in its place:
"...(b) nine (9) months following such assignment or
delegation, (i) such right shall become ineffective
and (ii) Horizon shall terminate any such assignment
or delegation, unless Inpharmakon has (A) within six
(6) months identified in writing to Penwest one or
more qualified third parties that have a sales
force, whether their own or contracted, in the
Territory of at least 133 sales personnel or a
substantially equivalent sales and distribution
capability, and (B) within nine (9) months obtained
a binding contract to market and sell the Designated
Product in the Territory which binding contract
shall be with a third party that does not
manufacture, market or promote any oral, controlled
release delivery product, except that Inpharmakon
may contract with a contract manufacturer that
manufactures such a delivery product if such
manufacturer agrees to be bound by the
confidentiality conditions that bind Horizon under
Section 8.1 of this Agreement and provided further
that if Penwest reasonably objects to such
manufacturer, Penwest shall have the right to
provide Inpharmakon with an acceptable substitute
contract manufacturer on terms substantially
equivalent to the terms
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Inpharmakon has negotiated with the manufacturer to whom
Penwest has objected.
2. In the sentence following Subsection (b) in Section 12.3 of
the Agreement, the reference to "six (6) month period" is hereby deleted and
the phrase "nine (9) month period" is substituted in its place.
3. In all other respects the Agreement is hereby ratified and
confirmed.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as
of the day and date first above written.
PENWEST PHARMACEUTICALS CO. FIRST HORIZON PHARMACEUTICAL
CORPORATION
By: By:
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Its: Its:
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