EXHIBIT 10.14
FIRST AMENDMENT TO SUPPLY AGREEMENT
THIS FIRST AMENDMENT TO THE SUPPLY AGREEMENT (the "AMENDMENT") is
entered into as of December 10, 2003 (the "AMENDMENT EFFECTIVE DATE"), between
PENINSULA PHARMACEUTICALS, INC., a Delaware corporation with a principal place
of business at 0000 Xxxxxx Xxx Xxxxxxx, Xxxxxxx, XX 00000 XXX ("PENINSULA"), and
SHIONOGI & CO., LTD., a Japanese corporation with a principal place of business
at 1-8 Xxxxxxxxxx 0-xxxxx, Xxxx-xx, Xxxxx 000-0000, Xxxxx ("SHIONOGI"). Shionogi
and Peninsula may be referred to individually as a "PARTY", and collectively as
the "PARTIES".
RECITALS
WHEREAS, Peninsula and Shionogi have entered into a License Agreement
dated July 11, 2002, as amended by Memorandums concerning the License Agreement
effective September 30, 2002 and March 17, 2003, respectively, and the First
Amendment to License Agreement dated July 16, 2003, (collectively, the "LICENSE
AGREEMENT"), pursuant to which Shionogi has granted to Peninsula exclusive
rights to develop and commercialize Licensed Products in the Territory;
WHEREAS, under the Second Amendment to License Agreement of even date
herewith (the "SECOND AMENDMENT"), the Parties amended the License Agreement to
expand the territory in which Peninsula has rights to develop and commercialize
Licensed Products; and
WHEREAS, the Parties desire to amend the Supply Agreement entered into
by the Parties on July 16, 2003 (the "SUPPLY AGREEMENT") to conform the
definition of the territory in the Supply Agreement to the expanded definition
of territory contained in the Second Amendment.
NOW, THEREFORE, Peninsula and Shionogi hereby agree that the Supply
Agreement shall be amended, effective as of the Amendment Effective Date, as
provided below:
1. All capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to such terms in the License Agreement.
2. Section 1.29 of the Supply Agreement shall be deleted in its
entirety and replaced with the following new Section 1.29:
"TERRITORY" shall mean the United States of America, Puerto
Rico, Canada, Mexico, and all countries, territories,
jurisdictions and possessions located in Europe and South
America as set forth in Exhibit C.
3. The Supply Agreement shall be amended to include Exhibit C,
which is attached to this Amendment.
4. Except as amended hereby, the Supply Agreement shall remain in
full force and effect.
1.
5. This Amendment may be executed in one or more counterparts,
each of which shall be an original, and all of which shall constitute together
the same document.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be
executed effective as of the Amendment Effective Date:
SHIONOGI & CO., LTD. PENINSULA PHARMACEUTICALS, INC.
By: /s/ Xxxxxxxx Xxxx By: /s/ Xxxx X. Xxxxx
----------------------------------- -------------------------------
Name: Xxxxxxxx Xxxx Name: Xxxx X. Xxxxx
Title: General Manager Title: President & Chief Executive
Officer
International Business Division
2.
EXHIBIT C
EUROPE
Albania Liechtenstein
Andorra Luxembourg
Armenia Lithuania
Austria Macedonia
Azerbaijan Malta
Belarus Moldova
Belgium Monaco
Bosnia/Herzegovina Netherlands
Bulgaria Norway
Croatia Poland
Cyprus Portugal
Czech Republic Romania
Denmark Russian Federation
Estonia San Marino
Finland Serbia/Montenegro
France Slovakia
Georgia Slovenia
Germany Spain
Greece Sweden
Hungary Switzerland
Iceland Turkey
Ireland U.K.
Italy Ukraine
Latvia Vatican City
SOUTH AMERICA
Argentina Galapagos Islands
Bolivia Guyana
Brazil Paraguay
Chile Peru
Colombia Suriname
Ecuador Uruguay
Falkland Islands Venezuela
French Guiana
3.
