FIRST AMENDMENT TO LABORATORY SERVICES AND CONFIDENTIALITY AGREEMENT
Exhibit 10.22
Laboratory Services and Confidentiality Agreement - Amendment 1*
FIRST AMENDMENT TO LABORATORY SERVICES
AND CONFIDENTIALITY AGREEMENT
This is a First Amendment (“Amendment”) to Laboratory Services and Confidentiality Agreement dated as of the 7th day of November, 2008 (the “Effective Date”), amending the Laboratory Services and Confidentiality Agreement (“Agreement”) dated March 31st, 2004 between ▇▇▇▇▇▇▇ River Laboratories, Inc. (“Laboratory”) and Radius Health, Inc. (formerly known as Nuvios, Inc.) (“Sponsor”). All undefined terms contained herein shall have the meaning set forth in the Agreement.
WHEREAS, Sponsor and Laboratory wish to amend the Agreement as hereafter provided.
NOW, THEREFORE, for good and valuable consideration and intending to be legally bound, the parties hereby agree as follows:
1. The Services may be performed by Laboratory or any of its affiliates at any of the facilities listed on Exhibit A attached hereto and made a part hereof.
2. Notices from Sponsor to Laboratory shall be addressed to the applicable facility at the address listed on Exhibit A, with copies as indicated on Exhibit A.
3. Notices from Laboratory to Sponsor shall be addressed to:
“Radius Health, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Chief Financial Officer”
4. The Agreement between Laboratory and Sponsor is hereby amended to extend the term until March 31st, 2014.
5. All Services shall be performed in accordance with the Supporting Documents applicable to the Services and shall be performed in accordance with the applicable laws and regulations of said jurisdiction.
6. Section 11.2 of the Agreement will be replaced in its entirety with the following:
“Laboratory’s liability under this Agreement, regardless of the form of action, shall not exceed [*] provided under the Letter of Payment Authorization under which such liability arises.
7. Section 19.3 of the Agreement will be replaced in its entirety with the following:
* Confidential Treatment Requested by the Registrant. Redacted Portion Filed Separately with the Commission.
“This Agreement, and the rights and obligations hereunder, may not be assigned or transferred by Laboratory without the prior written consent of Sponsor. However, Laboratory may, without the consent of Sponsor, transfer or assign this Agreement, in whole or in part to an affiliate, or in connection with a merger, consolidation, or a sale or transfer of all or substantially all of the assets to which this Agreement relates, provided that Laboratory notifies Sponsor [*] ([*]) days prior to such merger, consolidation, sale or transfer, and provided that all obligations of Laboratory are assumed by the assignee. Sponsor may assign this Agreement in whole or in part without consent of Laboratory. No assignment will relieve either party of the performance of any accrued obligation that such party may then have under this Agreement.”
8. All other terms and conditions of the Agreement, as amended and modified, are hereby ratified, confirmed and approved.
IN WITNESS WHEREOF, duly authorized representatives of the parties have signed this Amendment as of the Effective Date.
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▇▇▇▇▇▇▇ River Laboratories, Inc. |
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Sponsor | |||
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
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By: |
/s/ ▇.▇. ▇▇▇▇▇▇ | |
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duly authorized |
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duly authorized | |
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For Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇, D.A.B.T. |
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Print Name: ▇.▇. ▇▇▇▇▇▇ | |||
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Title: |
Corporate Senior Vice President & President, |
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Title: CFO | ||
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Canadian & Chinese Preclinical Services |
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Date: |
November 12, 2008 |
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Date: 11/12/08 | ||
* Confidential Treatment Requested by the Registrant. Redacted Portion Filed Separately with the Commission.
Exhibit A
Work may be conducted at any of the following ▇▇▇▇▇▇▇ River Laboratories locations:
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Elphinstone Research Center ▇▇▇▇▇▇▇ , ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ Tel: 011 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ Fax: 011 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ |
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Carrentrila Ballina, Co. Mayo Ireland Tel: 011 ▇▇▇▇ ▇▇ ▇▇▇▇▇ Fax: 011 ▇▇▇▇ ▇▇ ▇▇▇▇▇ |
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▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ – Suite 104 ▇▇▇’▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ |
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A COPY OF ALL NOTICES SHALL BE SENT TO:
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▇▇▇▇▇▇▇ River Laboratories, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: General Counsel Tel (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇-▇▇▇▇ |
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▇▇▇▇▇▇▇ River Laboratories, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇, Senior Contracts Administrator Tel (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ |
* Confidential Treatment Requested by the Registrant. Redacted Portion Filed Separately with the Commission.