Note: Certain portions of this document have been marked "[C.I.]" to indicate
that confidential treatment has been requested for this confidential
information. The confidential portions have been omitted and filed separately
with the Securities and Exchange Commission.
SECOND AMENDMENT OF THE
SUPPLY & DEVELOPMENT AGREEMENT
This SECOND AMENDMENT AND EXTENSION OF THE SUPPLY & DEVELOPMENT AGREEMENT
(the "Amendment"), is made as of March 10, 2006 (the "Effective Date") by and
between Sirius Laboratories, Inc., an Illinois corporation with a place of
business at 000 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxxx, XX 00000 ("SIRIUS"), and
Harmony Labs, Inc., a North Carolina corporation with a place of business at
0000 Xxxxx Xxxx Xxxxxx, Xxxxxx, XX 00000 ("HARMONY"). SIRIUS and HARMONY shall
hereinafter be collectively referred to as the "Parties" or individually as a
"Party" to this Amendment.
A. The Parties entered into that certain Supply & Development Agreement
dated as of September 18, 2001 (also entitled as "Manufacturing Agreement"), as
amended, (the "Original Agreement"), pursuant to which HARMONY has been
providing certain manufacturing and supply services and related activities to
SIRIUS; and
B. The Parties desire to amend the Original Agreement to adjust certain of
the terms and conditions of the Original Agreement, to clarify certain matters
relating to the Original Agreement and to extend the term of the Original
Agreement, as so amended, in each case pursuant to the terms and conditions set
forth in this Amendment.
NOW, THEREFORE, in consideration of the various promises and undertakings
set forth herein, the Parties agree as follows:
1. The following is added to the end of Section 6.1:
"HARMONY agrees to develop [c.i.] of [c.i.] to [c.i.] or [c.i.] in
accordance with industry practice at [c.i.], which expenses shall [c.i.]
but which shall [c.i.]
If required [c.i.] agrees to develop [c.i.] of [c.i.] to [c.i.] or [c.i.],
in accordance with [c.i.]
2. The following is added to the end of Section 6.3:
"HARMONY acknowledges and agrees that, [c.i.], HARMONY will [c.i.]. Within
21 days following the Effective Date of this amendment, HARMONY will [c.i.]
to fully [c.i.] (including [c.i.]) in full [c.i.]. Before HARMONY [c.i.]
or [c.i.], this [c.i.] must be [c.i.], and [c.i.], then
[c.i.]. Furthermore, if [c.i.]. The [c.i.] may be [c.i.] period in the
event [c.i.]. In addition, HARMONY agrees that, [c.i.], it will [c.i.] as
may be necessary to ensure that it [c.i.]. [c.i.] shall indemnify, defend
and hold [c.i.], and its successors, assigns, shareholders, officers and
directors harmless for [c.i.]
3. Except as expressly provided above, all terms and conditions of the
Original Agreement shall remain in full force and effect and shall apply to this
amendment and are incorporated herein by reference as though fully set forth.
IN WITNESS WHEREOF, the Parties have caused this agreement to be executed
by their respective duly authorized officers as of the Effective Date, each copy
of which shall for all purposes be deemed to be an original.
Sirius Laboratories, Inc. Harmony Labs, Inc.
By: /s/ Xxxxx X. Xxxxxxx By: /s/ M Xxxxx
--------------------- ---------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxx
--------------------- ---------------------
Title: Vice Chairman Title: President
--------------------- ---------------------
-2-
SCHEDULE A
AVAR Gel 6267BP 6gm
AVAR Gel 6267CP 45gm
XXXX Xxxxx 0000XX 0xx
XXXX Xxxxx 6268CP 45gm
AVAR Cleanser 6266BP 6gm
AVAR Cleanser 6266GP 8oz
-3-
SCHEDULE B
AVAR-e 6271AP 6gm
AVAR-e 6271BP 45gm
AVAR-e Green 6272AP 6gm
AVAR-e Green 6272BP 45gm
- 4 -
