Exhibit 10.12.1
AMENDMENT TO MANUFACTURING AND SUPPLY AGREEMENT
This amendment ("AMENDMENT"), dated April , 1995, is by and between
U.S. Bioscience, Inc. ("USB"), a corporation organized and existing under the
laws of the State of Delaware and Ben Venue Laboratories, Inc., a corporation
organized and existing under the laws of Pennsylvania, with principal
manufacturing facilities at 000 Xxxxxxxxxx Xxxx, Xxxxxxx, Xxxx 00000 ("BVL").
WHEREAS, USB and BVL entered into a Manufacturing and Supply Agreement
dated September 23, 1993 (the "Agreement"), relating to the manufacture and
supply of Neutrexin(R) (trimetrexate glucumate and Ethyol(R) (amifostine);
WHEREAS, USB and BVL desire to amend certain provisions of the
Agreement as hereinafter provided; and
NOW, THEREFORE, in consideration of the mutual promises contained
herein and intending to be legally bound hereby, the parties hereby agree as
follows:
1. Definitions: Except as otherwise specifically provided herein, all
capitalized terms used herein and not defined herein shall have the meaning
assigned to such terms in the Agreement.
2. Quality: Section 6.1 of the Agreement shall be amended by deleting
the first two sentences of Section 6.1 and replacing those sentences with the
following:
"6.1 Quality USB and its distributors, licensees and
sub-licensees and their respective affiliates shall have the
right, but not the obligation, to inspect BVL's quality
control procedures and records and to obtain specimens of
Product(s) from BVL's production for analysis to confirm
quality. USB, its distributors, licensees, sublicensees and
their respective affiliate employees may perform inspections
of BVL's manufacturing facilities."
3. Effect of Amendment: Other than the specific amendment set forth
above, all other terms and conditions of the Agreement shall remain in full
force and effect. This Amendment embodies the full and complete understanding of
the parties hereto with respect to the matters addressed herein and supersedes
all prior understandings and agreements whether oral or written.
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute this Agreement.
U.S. BIOSCIENCE, INC.
BY:
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TITLE: Senior Vice President, Pharmaceutical Operations
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DATE: April 10, 1995
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BEN VENUE LABORATORIES, INC.
BY:
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TITLE:
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DATE:
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