Addendum 1 to LICENSE AND SUPPLY AGREEMENT
EXHIBIT 10.74
The LICENSE AND SUPPLY AGREEMENT on the DTPA products was made between AKORN, INC., a
company organized and existing under the laws of Louisiana with its principal office at 0000
Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxx 00000-0000, Xxxxxx Xxxxxx of America (“LICENSEE”) and
hameln Pharmaceuticals gmbh, Xxxxxx Xxxx 00, Xxxxxx, Xxxxxxx with effect of 11th
November 2004. On 1st January 2005, along with a company restructure, HAMELN PHARMA
PLUS GMBH, a company organized and existing under the laws of Germany with its principal
office at Xxxxxx Xxxx 00, X-00000 Xxxxxx, Xxxxxxx (“HAMELN”) took over the valid LICENSE AND
SUPPLY AGREEMENT from hameln Pharmaceuticals gmbh. The contract remains valid and unaffected
until today and in the future.
This ADDENDUM 1 to the LICENSE AND SUPPLY AGREEMENT of 11th November 2004 is made
and entered into this 1st day of October 2006, by and between HAMELN and LICENSEE.
WHEREAS,
HAMELN and LICENSEE have agreed to alter the original paragraph 8.2. Final Product
Price and 8.3. Payment of the LICENSE AND SUPPLY AGREEMENT of 11th November 2004 in
such a way as to allow in future to carry out all monetary transactions between the parties
solely in US Dollars. Therefore the following new wording has been agreed.
8. Prices and Terms
| 8.2. | Final Product Prices |
HAMELN shall supply the Products to LICENSEE in each calendar quarter hereunder at
prices which correspond to fifty percent (50%) of the Total Gross Sales Price actually
achieved in the market in such calendar quarter (“Final Product Price”), but in no
event shall the price of the Product be less than the then applicable Initial Transfer
Product Price as specified in Appendix B-2.
LICENSEE shall provide HAMELN with summary documentation of all sales transactions of
the Products in the previous calendar quarter no later than the 15th calendar day
following the close of each such quarter.
On delivery of each ordered batch, LICENSEE shall be invoiced with the Initial
Transfer Price as listed in the then applicable Appendix B-2.
LICENSEE will at any time within 5 days of receiving money from its customers for
single sales transactions in excess of US Dollar 250,000.00 (two hundred fifty thousand
US Dollars) perform all necessary calculations according to the formula:
Total Gross Sales of the single transaction
divided by two
less the number of Products invoiced from HAMELN to LICENSEE during such transaction
times the then applicable Initial Transfer Price.
divided by two
less the number of Products invoiced from HAMELN to LICENSEE during such transaction
times the then applicable Initial Transfer Price.
The sum calculated shall be paid by LICENSEE to HAMELN within the
next 5 working days (For reference purposes a sample calculation is
attached hereto as Appendix D).
At the end of every calendar quarter LICENSEE shall perform all necessary
calculations according to the following formula to determine the total
number of Products invoiced in that quarter and to determine the
respective total share for HAMELN:
Final Product Price of all transactions in the given quarter
divided by two
less the number of Products invoiced from HAMELN to LICENSEE during such
quarter
times the then applicable Initial Transfer Price
minus all sums calculated and already transferred for single transactions in excess of
US Dollar 250.000,00.
divided by two
less the number of Products invoiced from HAMELN to LICENSEE during such
quarter
times the then applicable Initial Transfer Price
minus all sums calculated and already transferred for single transactions in excess of
US Dollar 250.000,00.
(For reference purposes sample calculations are attached hereto as
Appendix D). The sum calculated shall be paid by LICENSEE to HAMELN no
later than thirty (30) calendar days after each calendar quarter (i.e.,
the end of each January, April, July and October during the term of this
Agreement).
| 8.3. | Payment |
All payments to be made pursuant to this Agreement shall be in US
Dollars. All invoices will be issued in US Dollars.
The terms of payment for Initial Transfer Price shall be within thirty
(30) days after date of invoice; which shall never be earlier than the
date of shipment of the corresponding Product.
Payment shall be affected by bank transfer to an account designated in
writing by HAMELN to LICENSEE.
IN WITNESS WHEREOF HAMELN and LICENSEE have caused this Addendum 1 to the
Agreement of 11th November 2004 to be executed by their duly
authorized representatives on the day and year first set forth above.
| HAMELN PHARMA PLUS GMBH | AKORN, INC | |||||||||
By:
|
/s/ Stefan Gliwitzki | By: | /s/ Xxxxxx X. Xxxxxxx | |||||||
Name:
|
STEFAN GLIWITZKI | Name: | XXXXXX X. XXXXXXX | |||||||
Title:
|
Managing Director | Title: | Pres + CEO | |||||||
By:
|
/s/ Xxxx Xxxxxx | By: | /s/ XXX XXXX | |||||||
Name:
|
XXXX XXXXXX | Name: | XXX XXXX | |||||||
Title:
|
Marketing Manager | Title: | svp business development | |||||||
ADDENDUM 1 to the LICENSE AND SUPPLY AGREEMENT of 11th November 2004
between HAMELN PHARMACETICALS GMBH and AKORN INC.
between HAMELN PHARMACETICALS GMBH and AKORN INC.
Appendix D
Example for calculation of Final Product Price
Valid
as of October 1st 2006
A given Quarter
1.
Delivery to AKORN in Quarter
Units delivered |
5.000 | |||
Initial Transfer Price per unit |
$ | 50.00 | ||
Invoice to AKORN |
$ | 250.000,00 |
2.
Single large by AKORN to the market in given Quarter
Number of units invoiced |
4.000 | |||
Total Gross Sales Price |
$ | 2.000.000,00 |
3. Aggregate sales by AKORN to the market in given Quarter
Number of units invoiced |
4.200 | |||
Total Gross Sales Price |
$ | 2.100.000,00 |
4. Formula for calculating Final Product Price for single large
sales transactions in excess of $250.000,00
Total Gross Sales Price of single transaction divided by two |
($2.000.000,00 /2)= | $ | 1.000.000,00 | |||||
less |
||||||||
the number
of Products invoiced from HAMELN to AKORN for this
transaction |
(4.000 * $50,00 ) = | $ | 200.000,00 | |||||
times the then applicable Initial Transfer Price |
||||||||
Equals |
$ | 800.000,00 | ||||||
$800.000,00
are to be paid by AKORN to HAMELN within 5 days of receiving
payments from customers |
||||||||
4. Formula for calculating Final Product Price for
aggregate sales in Quarter
Total Gross Sales Price in quarter divided by two |
($2.100.000,00 /2)= | $ | 1.050.000,00 | |||||
less |
||||||||
the number of Products invoiced from HAMELN to AKORN
for sales transactions to market in quarter times the
then applicable Initial Transfer Price |
(4.200 * $50,00)= | $ | 210.000,00 | |||||
Equals |
$ | 840.000,00 | ||||||
minus sum transferred for single transactions in
excess of $250,000.00 in this quarter |
$ | 800.000,00 | ||||||
Equals
Total |
$ | 40.000,00 | ||||||
$40.000,00 are to be paid by AKORN to HAMELN
within 30 days after close of the quarter |
5. Total payments from AKORN
to HAMELN in Quarter |
$ | 800.000,00 | for large single transactions in excess of $250,000.00 | ||
| $ | 40.000,00 | for remaining sales activities in Quarter | |||
| $ | 840.000,00 | Grandtotal | |||
| HAMELN PHARMA PLUS GMBH | AKORN, INC | |||||||||
By:
|
/s/ Stefan Gliwitzki | By: | /s/ Xxxxxx X. Xxxxxxx | |||||||
Name:
|
STEFAN GLIWITZKI | Name: | XXXXXX X. XXXXXXX | |||||||
Title:
|
Managing Director | Title: | Pres + CEO | |||||||
By:
|
/s/ Xxxx Xxxxxx | By: | /s/ XXX XXXX | |||||||
Name:
|
XXXX XXXXXX | Name: | XXX XXXX | |||||||
Title:
|
Marketing Manager | Title: | svp business development | |||||||
Appendix B-2
Product List
Product List
Valid as of October 1st 2006
| Shelf Life | Initial Transfer Price | |||||||||||
| Product /Strength | Presentation | (years) | one Unit | (US Dollar) per Unit | ||||||||
Ca-DTPA 200mg/ml 10x5ml |
Ampoule | 10 | 10 ampoules per pack |
$50 per pack | ||||||||
Xx-XXXX 000xx/xx 00x0xx |
Xxxxxxx | 00 | 00 ampoules per pack |
$50 perpack | ||||||||
HAMELN PHARMA PLUS GMBH
| HAMELN PHARMA PLUS GMBH | AKORN, INC | |||||||||
By:
|
/s/ Stefan Gliwitzki | By: | /s/ Xxxxxx X. Xxxxxxx | |||||||
Name:
|
STEFAN GLIWITZKI | Name: | XXXXXX X. XXXXXXX | |||||||
Title:
|
Managing Director | Title: | Pres + CEO | |||||||
By:
|
/s/ Xxxx Xxxxxx | By: | /s/ Xxx Xxxx | |||||||
Name:
|
XXXX XXXXXX | Name: | XXX XXXX | |||||||
Title:
|
Marketing Manager | Title: | svp business development | |||||||
