OMEPRAZOLE SUPPLY AGREEMENT AMENDMENT NO. 1
Exhibit 10.4
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
AMENDMENT NO. 1
This Amendment (the “Amendment”) by and among Santarus, Inc., a Delaware corporation
having a principal place of business at 00000 Xxxx Xxxxx Xxx Xxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000
(“SANTARUS”), Interchem Trading Corporation d/b/a Interchem Corporation, a New Jersey corporation
located at 000 Xxxxx 00 Xxxxx, Xxxxxxx, Xxx Xxxxxx 00000 (“INTERCHEM”), and Union Quimico
Farmaceutica, S.A., a corporation of Spain located at Xxxxxxxx, 000, 00000, Xxxxxxxxx, Xxxxx
(“UQUIFA”) is entered into as of November 1, 2004 (the “Effective Date”).
Whereas, SANTARUS, INTERCHEM and UQUIFA have entered into that certain Omeprazole
Supply Agreement, dated September 25, 2003 (the “Agreement”), wherein UQUIFA agrees to manufacture
and supply Omeprazole to SANTARUS;
Whereas, Section 5.3 of the Agreement provides that the price for the Omeprazole to
be purchased by SANTARUS under the Agreement shall be renegotiated by SANTARUS, on the one hand,
and INTERCHEM and UQUIFA, on the other hand, in good faith on [***] reasonably in advance of the
expiration of the applicable [***] period and taking into account then prevailing market
conditions; and
Whereas, SANTARUS, INTERCHEM and UQUIFA desire to amend and restate Schedule C of the
Agreement pursuant to and in accordance with Section 5.3 in order to set a new price for the
Omeprazole to be purchased by SANTARUS under the Agreement and to clarify the timing for future
price adjustments.
Now, Therefore, in consideration of the foregoing recitals and the mutual agreements
contained in this Amendment, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, SANTARUS, INTERCHEM and UQUIFA, intending to be
legally bound hereby, agree as follows:
1. Schedule C of the Agreement is hereby amended and restated in its entirety to read as
follows:
“SCHEDULE C
PRICING AND SHIPPING TERMS
Freight Terms: INTERCHEM and UQUIFA shall make all necessary shipping arrangements to SANTARUS’
designated facility, [***] SANTARUS’ designated facility, freight prepaid.
Shipping Method: Air Freight
Price: [***]
| *** | Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. |
2. Except as specifically set forth herein, all of the terms and provisions of the
Agreement shall remain unchanged, unmodified and in full force and effect, and the Agreement shall
be read together and construed with this Amendment.
3. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to
such terms in the Agreement.
4. This Amendment may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument and any of the parties hereto may execute
this Amendment by signing any such counterpart.
In Witness Whereof, the parties hereto have caused this Amendment to be executed as
of the date first above written.
| Interchem Trading Corporation |
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| Santarus, Inc., |
d/b/a Interchem Corporation, |
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| a Delaware corporation | a New Jersey corporation | |||||||||||||
By:
|
/s/ Xxxxxx X. Xxxxxx |
By: | /s/ Xxxxxx X. Pizza |
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Name: Title: |
Xxxxxx X. Xxxxxx President and Chief Executive Officer |
Name: Title: |
Xxxxxx X. Pizza President |
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| Union Quimico Farmaceutica, S.A., | ||||||||||||||
| a corporation of Spain | ||||||||||||||
By:
|
/s/ Xxxx Xxx Xxxxxxx |
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Name:
|
Xxxx Xxx Xxxxxxx | |||||||||||||
Title:
|
Chief Executive | |||||||||||||
