CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMISSIONS ARE MARKED *** AMENDMENT NO. 1 to the AMENDED AND RESTATED DEVELOPMENT AND...
EXHIBIT 10.57
CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMISSIONS ARE MARKED ***
AMENDMENT NO. 1 to the
AMENDED AND RESTATED DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
This Amendment No. 1 to the Amended and Restated Development and Commercialization Agreement (“Amendment”) is dated as of the 5th day of January, 2022 (“Effective Date”), by and between Insulet Corporation (“Insulet”) and Xxxxxx Diabetes Care Inc. (“ADC”).
WHEREAS, Insulet and ADC are parties to that certain Amended and Restated Development and Commercialization Agreement dated as of September 13, 2021 (the “Agreement”); and
WHEREAS, Insulet and ADC wish to amend the Agreement as set forth herein, effective as of the Effective Date.
NOW, THEREFORE, in consideration of these premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Definitions. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Agreement.
2.The definition set forth Section 1.13 (Approved Person) is hereby deleted and replaced with the following:
“1.13 “Approved Person” means an employee or *** who (a) is working on that portion of such Party’s development of the AID System for which access to *** of the other Party is required; (b) cannot effectively perform his or her work on the AID System without access to such ***; (c) has been trained by such Party on the procedures for protecting such ***, as set forth in Section 3.6; (d) has agreed in writing to comply with such procedures; and (e) following training and agreement (as required in (c) and (d) above), has been authorized by the *** of Insulet or his or her designee (in the case of Insulet) or the ***, or his or her designee (in the case of ADC) to receive access to such ***. The identity of the *** of Insulet or designee or the *** of ADC or designee shall be disclosed within a reasonable timeframe to either the JSC or an Alliance Manager of Insulet or ADC, as applicable, upon request by either Party.”
3.Subsection (c) of Section 3.6 (Use of ***) is hereby deleted and replaced with the following:
“Each Party shall ensure that only Approved Persons receive access to such *** and, except for Insulet’s ***, neither Party shall provide the *** of the other Party to any Third Parties.”
4.In Exhibit 1.2, Approved Designees, in Part 2, the name “***” is replaced with “***”.
5.No Other Amendments. Except as modified herein, all other terms of the Agreement and SOW shall remain in full force and effect.
6.Conflicts. In the event of a conflict between the Agreement and this Amendment, this Amendment shall govern.
7.Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, this Amendment has been executed by the duly authorized representatives of Insulet and ADC on the date first set forth above.
XXXXXX DIABETES CARE INC. | ||
By: /s/ Xxxxx Xxxxxx | ||
Name: Xxxxx Xxxxxx | ||
Title: President | ||
Date: 2/8/2022 | ||
INSULET CORPORATION | ||
By: /s/ Xxxx Xxxxxxxx | ||
Name: Xxxx Xxxxxxxx | ||
Title: SVP, Innovation & Strategy | ||
Date: 2/4/2022 | ||
