2nd Amendment to the CAPTISOL® SUPPLY AGREEMENT dated as of December 20, 2002 and amended July 29, 2005 BY AND BETWEEN CYDEX, INC. AND THE HOVIONE GROUP Dated as of March 1, 2007
Exhibit 10.102
2nd Amendment to the
CAPTISOL® SUPPLY AGREEMENT
dated as of
December 20, 2002 and amended July 29, 2005
BY AND BETWEEN
CYDEX, INC.
AND
THE HOVIONE GROUP
Dated as of March 1, 2007
2ND AMENDMENT TO THE CAPTISOL® SUPPLY AGREEMENT
THIS 2ND AMENDMENT TO THE CAPTISOL SUPPLY AGREEMENT (the “Agreement”) is entered into as of March 1, 2007, by and between:
(1) CYDEX, INC., a Delaware corporation with an office at 00000 X. 00xx Xxxxxxx, Xxxxxx, Xxxxxx, 00000 (“Cydex”), and
(2) HOVIONE LLC, a New Jersey limited liability company with an office at 00 Xxxx Xxxxx, Xxxx Xxxxxxx, Xxx Xxxxxx, 00000 (“Agent”), acting as exclusive sales agent for the USA for the manufacturers, HOVIONE FARMACIENCIA S.A., a Portuguese corporation (“Hovione SA”), and HOVIONE PHARMASCIENCE LIMITED, a Macau corporation (“Hovione limited”), and acting as exclusive sales agent for the project manager HOVIONE INTERNATIONAL LIMITED, a Hong Kong corporation with an office at 000 Xxxxxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx (“Hovione International”), jointly and severally. Agent, Hovione SA, Hovione limited, and Hovione International are collectively referred to herein as “Hovione”).
This 2nd Amendment to the Captisol Supply Agreement is hereafter referred to as the “Amendment No. 2”.
BACKGROUND
Both parties declare that the original intent of the Agreement entered into has been and remains valid. The parties desire to amend the Agreement to clarify that Hovione has neither used nor will use any debarred or convicted person in the performance of its obligations under the Agreement.
AGREEMENTS
NOW, THEREFORE, in consideration of the mutual promises hereinafter made and the mutual benefits to be derived from this Amendment No. 2, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
| 1. | Definitions. All capitalized terms used herein shall have the meaning given to them in the Agreement, unless otherwise defined herein. |
| 2. | Amendment to Section 8.2. Section 8.2 of the Agreement is hereby amended to add a new subclause (v) that read as follows: |
| “(v) | In addition to the foregoing, HOVIONE warrants and represents to CYDEX that it has not nor will it use in any capacity the services of any persons debarred or convicted under 21 U.S.C. Section 335(a) or 335(b) in manufacturing and supplying CAPTISOL.” |
| 3. | Governing Law. This Amendment No. 2 shall be construed in accordance with the laws of the State of Delaware in the United States of America, without giving effect to the principles of conflicts of law thereof. |
| 4. | Continuing Effect. Nothing in this Amendment No. 2 is meant to subvert or otherwise alter the rights and obligations of either Hovione or CyDex under the Agreement, except as and to the extent expressly stated herein. |
| 5. | Counterparts. This Amendment No. 2 may be executed in multiple counterparts, each of which shall be an original as against any party whose signature appears thereon but each of which together shall constitute one and the same instrument. |
Signature Page to Follow
IN WITNESS WHEREOF, the parties, through their authorized representatives, have duly executed this Amendment No. 2 as of the date first written above.
| CyDec, Inc. | ||
| By: | /s/ Xxxxx X. Xxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxx | |
| Title: | Vice President | |
| Date: | March 5, 2007 | |
| Hovione LLC | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | President U.S. Operations | |
| Date: | 09 Mar. 2007 | |
| Hovione Farmaciencia S.A. | ||
| By: | /s/ Xxx Xxxxxxxx | |
| Name: | Xxx Xxxxxxxx | |
| Title: | Director | |
| Date: | 12 March 2007 | |
| Hovione Pharmascience Limited | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | General Manager | |
| Date: | Taizhou 9 March 07 | |
| Hovione International Limited | ||
| By: | /s/ X. Xxxxxx | |
| Name: | X. Xxxxxx | |
| Title: | Chief Executive | |
| Date: | 9 March 2007 | |
Signature Page to Amendment No. 2 to the Captisol Supply Agreement
