Development, License And Supply Agreement Sample Contracts

First Amendment to Development, License and Supply Agreement (February 27th, 2015)

THIS FIRST AMENDMENT TO DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT (this Amendment) is made and entered into as of the latest dated signature on the signature page hereto, and is by and between Watson Laboratories, Inc., a Nevada corporation (Actavis), on the one hand, and Merrimack Pharmaceuticals, Inc., a Delaware corporation (Merrimack), on the other hand. Actavis and Merrimack shall be referred to herein collectively as the Parties.

DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT BETWEEN R-Pharm, CJSC AND SCYNEXIS, INC. DATED AS OF August 1st, 2013 (March 19th, 2014)

THIS DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT (this Agreement), dated as of August 1st, 2013, is entered into by and between R-Pharm, CJSC, a corporation organized and existing under the laws of the Russian Federation, having offices located at 12 Bld. 1, Nagorny Proezd, Moscow, Russian Federation (R-Pharm), and Scynexis, Inc., a corporation organized and existing under the laws of the State of Delaware, having offices located at 3501C Tricenter Boulevard, Durham North Carolina, USA 27713 (Scynexis).

Development, License and Supply Agreement (February 27th, 2014)

THIS DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT (this Agreement), dated as of August 1st, 2013, is entered into by and between R-Pharm, CJSC, a corporation organized and existing under the laws of the Russian Federation, having offices located at 12 Bld. 1, Nagorny Proezd, Moscow, Russian Federation (R-Pharm), and Scynexis, Inc., a corporation organized and existing under the laws of the State of Delaware, having offices located at 3501C Tricenter Boulevard, Durham North Carolina, USA 27713 (Scynexis).

Development, License and Supply Agreement (December 20th, 2013)

THIS DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT (this Agreement), dated as of August 1st, 2013, is entered into by and between R-Pharm, CJSC, a corporation organized and existing under the laws of the Russian Federation, having offices located at 12 Bld. 1, Nagorny Proezd, Moscow, Russian Federation (R-Pharm), and Scynexis, Inc., a corporation organized and existing under the laws of the State of Delaware, having offices located at 3501C Tricenter Boulevard, Durham North Carolina, USA 27713 (Scynexis).

First Amendment to Development, License and Supply Agreement (March 1st, 2013)

This First Amendment to Development, License and Supply Agreement (this "Amendment") is entered into as of December 19, 2012 ("Date of Amendment") by and between ENDO PHARMACEUTICALS INC., a Delaware corporation, with its principal offices located at 100 Endo Boulevard, Chadds Ford, Pennsylvania 19317, United States of America ("ENDO") and Grunenthal GMBH, a company having its principal office at Zieglerstrasse 6, 52078 Aachen, Federal Republic of Germany ("GRUNENTHAL"). ENDO and GRUNENTHAL may be referred to herein individually as a "Party" or collectively as the "Parties." Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

Azur Pharma Public Ltd Co – Amendment #9 to Amended and Restated Development, License and Supply Agreement (November 9th, 2011)

This Amendment # 9 effective as of the last date on the signature page hereof and upon execution of the Settlement and License Agreement (as defined below) (the Amendment Effective Date), by and between CIMA LABS INC., a Delaware corporation (CIMA), and Azur Pharma Limited, an Irish limited company (AZUR), as assignee of Azur Pharma International III Limited, a Bermuda corporation, amends and supplements that certain Amended and Restated Development, License and Supply Agreement between CIMA and AZUR dated August 22, 2005, as amended by that Amendment #1 effective October 19, 2005, Amendment #2 effective April 10, 2007, Amendment #3 effective as of January 1, 2008, Amendment #4 effective as of April 15, 2008, Amendment #5 effective as of September 9, 2008, Amendment #6 effective as of March 6, 2009 (Amendment #6), and Amendment #7 effective as of February 20, 2009 (Amendment #7), and Amendment #8 effective as of March 12, 2010 (Amendment #8) (collectively, the Agreement).

Azur Pharma Public Ltd Co – Amended and Restated Development, License and Supply Agreement (November 9th, 2011)

This AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT (this Agreement), dated and effective as of August 22, 2005 (the Effective Date), is by and between CIMA LABS INC. a Delaware corporation (CIMA), and ALAMO PHARMACEUTICALS, LLC, a California Limited Liability Company (Alamo)

Azur Pharma Public Ltd Co – Amendment #5 to Amended and Restated Development, License and Supply Agreement (October 26th, 2011)

This Amendment # 5 effective as of the last date on the signature page hereof (Amendment Effective Date), by and between CIMA LABS INC., a Delaware corporation (CIMA), and Azur Pharma Limited, an Irish limited company (AZUR), as assignee of, and successor in title of the rights and obligations of, Azur Pharma International III Limited, a Bermuda corporation, amends and supplements that certain Amended and Restated Development, License and Supply Agreement between CIMA and AZUR dated August 22, 2005, as amended by that Amendment #1 to Amended And Restated Development, License and Supply Agreement effective October 19, 2005, Amendment #2 to Amended and Restated Development, License and Supply Agreement effective April 10, 2007, Amendment #3 to Amended and Restated Development, License and Supply Agreement effective as of January 1, 2008, and Amendment #4 to Amended and Restated Development, License and Supply Agreement effective as of April 15, 2008 (collectively, the Agreement).

Azur Pharma Public Ltd Co – Amendment #2 to Amended and Restated Development, License and Supply Agreement (October 26th, 2011)

This Amendment # 2 effective as of the last date on the signature page hereof (Effective Date), by and between CIMA LABS INC. (CIMA) and Alamo Pharmaceuticals, LLC (ALAMO) amends and supplements that certain Amended and Restated Development, License and Supply Agreement between CIMA and ALAMO dated August 22, 2005, as amended by that Amendment #1 to Amended And Restated Development, License and Supply Agreement effective October 19, 2005 (collectively, the Agreement).

Azur Pharma Public Ltd Co – Amendment#3 to Amended and Restated Development, License and Supply Agreement (October 26th, 2011)

This Amendment # 3 effective as of the 1st day of January 2008 (Effective Date), by and between CIMA LABS INC., a Delaware corporation (CIMA), and Azur Pharma International III Limited, a Bermuda corporation (AZUR), as assignee of Alamo Pharmaceuticals, LLC, amends and supplements that certain Amended and Restated Development, License and Supply Agreement between CIMA and AZUR dated August 22, 2005, as amended by that Amendment #1 to Amended And Restated Development, License and Supply Agreement effective October 19, 2005 and that Amendment #2 to Amended and Restated Development, License and Supply Agreement effective April 10, 2007 (Amendment #2) (collectively, the Agreement).

Azur Pharma Public Ltd Co – Amendment #1 to Amended and Restated Development, License and Supply Agreement (October 26th, 2011)

This Amendment #1 effective as of the last date on the signature page hereof (Effective Date), by and between CIMA LABS INC. (CIMA) and Alamo Pharmaceuticals, LLC (ALAMO) and amends and supplements that certain Amended And Restated Development, License and Supply Agreement between CIMA and ALAMO dated August 22, 2005 (the Agreement)

Azur Pharma Public Ltd Co – Amendment #7 to Amended and Restated Development, License and Supply Agreement (October 26th, 2011)

This Amendment # 7 effective as of February 20, 2009 (Amendment Effective Date), by and between CIMA LABS INC., a Delaware corporation (CIMA), and Azur Pharma Limited, an Irish limited company (AZUR), as assignee of Azur Pharma International III Limited, a Bermuda corporation, amends and supplements that certain Amended and Restated Development, License and Supply Agreement between CIMA and AZUR dated August 22, 2005, as amended by that Amendment #1 to Amended And Restated Development, License and Supply Agreement effective October 19, 2005, Amendment #2 to Amended and Restated Development, License and Supply Agreement effective April 10, 2007, Amendment #3 to Amended and Restated Development, License and Supply Agreement effective as of January 1, 2008, Amendment #4 to Amended and Restated Development, License and Supply Agreement effective as of April 15, 2008, Amendment #5 to Amended and Restated Development, License and Supply Agreement effective as of September 9, 2008, and Amendm

Azur Pharma Public Ltd Co – Amendment #6 to Amended and Restated Development, License and Supply Agreement (October 26th, 2011)

This Amendment # 6 effective as of the last date on the signature page hereof (Amendment Effective Date), by and between CIMA LABS INC., a Delaware corporation (CIMA), and Azur Pharma Limited, an Irish limited company (AZUR), as assignee of Azur Pharma International III Limited, a Bermuda corporation, amends and supplements that certain Amended and Restated Development, License and Supply Agreement between CIMA and AZUR dated August 22, 2005, as amended by that Amendment #1 to Amended And Restated Development, License and Supply Agreement effective October 19, 2005, Amendment #2 to Amended and Restated Development, License and Supply Agreement effective April 10, 2007, Amendment #3 to Amended and Restated Development, License and Supply Agreement effective as of January 1, 2008, Amendment #4 to Amended and Restated Development, License and Supply Agreement effective as of April 15, 2008, and Amendment #5 to Amended and Restated Development, License and Supply Agreement effective as of

Azur Pharma Public Ltd Co – Amendment #9 to Amended and Restated Development, License and Supply Agreement (October 26th, 2011)

This Amendment # 9 effective as of the last date on the signature page hereof and upon execution of the Settlement and License Agreement (as defined below) (the Amendment Effective Date), by and between CIMA LABS INC., a Delaware corporation (CIMA), and Azur Pharma Limited, an Irish limited company (AZUR), as assignee of Azur Pharma International III Limited, a Bermuda corporation, amends and supplements that certain Amended and Restated Development, License and Supply Agreement between CIMA and AZUR dated August 22, 2005, as amended by that Amendment #1 effective October 19, 2005, Amendment #2 effective April 10, 2007, Amendment #3 effective as of January 1, 2008, Amendment #4 effective as of April 15, 2008, Amendment #5 effective as of September 9, 2008, Amendment #6 effective as of March 6, 2009 (Amendment #6), and Amendment #7 effective as of February 20, 2009 (Amendment #7), and Amendment #8 effective as of March 12, 2010 (Amendment #8) (collectively, the Agreement).

Azur Pharma Public Ltd Co – Amendment #4 to Amended and Restated Development, License and Supply Agreement (October 26th, 2011)

This Amendment # 4 effective as of the last date on the signature page hereof (Amendment Effective Date), by and between CIMA LABS INC., a Delaware corporation (CIMA), and Azur Pharma International III Limited, a Bermuda corporation (AZUR), as assignee of Alamo Pharmaceuticals, LLC, amends and supplements that certain Amended and Restated Development, License and Supply Agreement between CIMA and AZUR dated August 22, 2005, as amended by that Amendment #1 to Amended And Restated Development, License and Supply Agreement effective October 19, 2005, Amendment #2 to Amended and Restated Development, License and Supply Agreement effective April 10, 2007 (Amendment #2) and Amendment #3 to Amended and Restated Development, License and Supply Agreement effective as of January 1, 2008 (collectively, the Agreement).

Azur Pharma Public Ltd Co – Amendment #8 to Amended and Restated Development, License and Supply Agreement (October 26th, 2011)

This Amendment # 8 effective as of the last date on the signature page hereof (Amendment Effective Date), by and between CIMA LABS INC., a Delaware corporation (CIMA), and Azur Pharma Limited, an Irish limited company (AZUR), as assignee of Azur Pharma International III Limited, a Bermuda corporation, amends and supplements that certain Amended and Restated Development, License and Supply Agreement between CIMA and AZUR dated August 22, 2005, as amended by that Amendment #1 effective October 19, 2005, Amendment #2 effective April 10, 2007, Amendment #3 effective as of January 1, 2008, Amendment #4 effective as of April 15, 2008, Amendment #5 effective as of September 9, 2008, Amendment #6 effective as of March 6, 2009 (Amendment #6), and Amendment #7 effective as of February 20, 2009 (Amendment #7) (collectively, the Agreement).

Azur Pharma Public Ltd Co – Amended and Restated Development, License and Supply Agreement (October 26th, 2011)

This AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT (this Agreement), dated and effective as of August 22, 2005 (the Effective Date), is by and between CIMA LABS INC. a Delaware corporation (CIMA), and ALAMO PHARMACEUTICALS, LLC, a California Limited Liability Company (Alamo)

Inspire Pharmaceuticals, Inc. – First Amendment to Development, License and Supply Agreement (August 6th, 2010)

This First Amendment to Development, License and Supply Agreement dated as of June 3, 2010 (this Amendment), is entered into by and between Inspire Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware, having offices located at 4222 Emperor Boulevard, Suite 200, Durham, North Carolina 27703, USA (Inspire), and Santen Pharmaceutical Co., Ltd., a corporation organized under the laws of Japan, having offices located at 3-9-19 Shimoshinjo, Higashiyodogawa-ku, Osaka, 533-8651, Japan (Santen).

October, 23 2009 Elan Pharma International Limited and Jpi Commercial, Llc Amendment No. 5 to the Development, License and Supply Agreement Of (November 6th, 2009)
Development, License and Supply Agreement (November 5th, 2009)

This DEVELOPMENT, LICENSE, AND SUPPLY AGREEMENT (the Agreement) is entered into as of the 16th day of October, 2000 (the Effective Date) by and between GEN-PROBE INCORPORATED, a Delaware corporation having a principal place of business at 10210 Genetic Center Drive, San Diego, California 92121 (Gen-Probe), and KMC SYSTEMS, INC., a Delaware corporation having a principal place of business at 220 Daniel Webster Highway, Merrimack, New Hampshire (KMC), with reference to the following:

Amendment to Development, License and Supply Agreement (March 13th, 2009)

THIS AMENDMENT TO THE DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT (the Amendment) is entered into as of the 23rd day of December 2008, by and between Banner Pharmacaps Inc., a Delaware corporation (Banner), and Noven Therapeutics, LLC, (f/k/a JDS Pharmaceuticals, LLC, (Noven), a Delaware limited liability corporation.

DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT Dated as of June 18, 2002 Between WYETH Acting Through Its Wyeth Consumer Healthcare Division and IMPAX LABORATORIES, INC. For Loratadine/Pseudoephedrine Combination Tablets (January 14th, 2009)

THIS DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT is made and entered into as of this 1st day of June 2002, between WYETH, a corporation organized and existing under the laws of Delaware, acting through its Wyeth Consumer Healthcare Division and having an address at Five Giralda Farms, Madison, New Jersey 07940 (WCH) and IMPAX LABORATORIES, INC., a corporation organized and existing under the laws of Delaware and having an address at 3735 Castor Avenue, Philadelphia, Pennsylvania 19124 (IMPAX).

Amendment Number 4 to Development, License and Supply Agreement (March 31st, 2008)
DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT by and Between BANNER PHARMACAPS INC., a Delaware Corporation and JDS PHARMACEUTICALS, LLC, a Delaware Limited Liability Company Dated April 26, 2007 (November 9th, 2007)

THIS DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT (Agreement) is entered into as of the 26th day of April, 2007 (the Commencement Date), by and between BANNER PHARMACAPS INC. (Banner), a Delaware corporation, having an office at 4125 Premier Drive, High Point, North Carolina 27265, and JDS PHARMACEUTICALS, LLC, (JDS) a Delaware Limited Liability Company, having an office at The Chrysler Building, 405 Lexington Avenue, 59th Floor, New York, New York 10174.

Reliant Pharmaceuticals – DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT Dated as of January 27, 2000 Between EURAND AMERICA, NC. (October 26th, 2007)

THIS DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT, dated as of January 27, 2000, between EURAND AMERICA, INC., a corporation organized under the laws of Nevada, with its principal offices at 845 Center Drive, Vandalia, Ohio 45377 (EURAND), and RELIANT PHARMACEUTICALS, INC., a corporation organized under the laws of the State of Delaware, with its principal offices at 125 West 55th Street, 11th floor, New York, New York (RELIANT);

Reliant Pharmaceuticals – DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT Dated as of January 27, 2000 Between EURAND AMERICA, NC. (August 10th, 2007)

THIS DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT, dated as of January 27, 2000, between EURAND AMERICA, INC., a corporation organized under the laws of Nevada, with its principal offices at 845 Center Drive, Vandalia, Ohio 45377 (EURAND), and RELIANT PHARMACEUTICALS, INC., a corporation organized under the laws of the State of Delaware, with its principal offices at 125 West 55th Street, 11th floor, New York, New York (RELIANT);

MAP Pharmaceuticals – Confidential Research and Development, License and Supply Agreement (June 18th, 2007)

THIS LICENSE AND SUPPLY AGREEMENT (the Agreement) is made and entered into as of the 22nd day of SEPT, 2005 (the Effective Date) by and between Eiffel Technologies Limited ACN 072 178 977 of 3 Innovation Road North Ryde NSW 2113 Australia (EIFFEL), and MAP Pharmaceuticals, Inc. of 2400 Bayshore Parkway, Suite 200, Mountain View, California, 94043 USA, a Delaware corporation, (MAP). EIFFEL and MAP are sometimes referred to herein individually as a Party and collectively as the Parties.

Eurand Nv – DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT Dated as of June 5, 2000 Between EURAND AMERICA, INC. 845 Center Drive Vandalia, Ohio 45377 and RELIANT PHARMACEUTICALS 125 West 55th Street, 11th Floor New York, NY 10019 for PROPRANOLOL MODIFIED RELEASE (Inderal(r) LA Bioequivalence) (May 1st, 2007)

THIS DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT, dated as of June 5, 2000, between EURAND AMERICA, INC., a corporation organized under the laws of Nevada, with its principal offices at 845 Center Drive, Vandalia, Ohio 45377 (EURAND), and RELIANT PHARMACEUTICALS, INC., a corporation organized under the laws of the State of Delaware, with its principal offices at 721 Route 202/206 South, Bridgewater, New Jersey 08807 (RELIANT);

Oscient Pharmaceuticals Corporation – AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT Dated as of July 31, 2006 Between ETHYPHARM, S.A. (November 1st, 2006)

[*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

Reliant Pharmaceuticals – AMENDMENT NO. 1 TO DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT Dated as of May 24, 2005 Among ETHYPHARM, S.A. (August 5th, 2005)

AMENDMENT NO. 1 TO DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT (this Amendment) is hereby entered into as of May 24, 2005, by and among ETHYPHARM S.A., a corporation organized under the laws of France, with its principal offices at 194 Bureaux de la Colline, 92213 Saint Cloud, France (ETHYPHARM), and RELIANT PHARMACEUTICALS, INC., a corporation organized under the laws of the State of Delaware, with its principal offices at 110 Allen Road, Liberty Corner, New Jersey 07938, United States of America, and successor by conversion to Reliant Pharmaceuticals, LLC (RELIANT).

Reliant Pharmaceuticals – DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT Dated as of January 27, 2000 Between EURAND AMERICA, NC. (August 5th, 2005)

THIS DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT, dated as of January 27, 2000, between EURAND AMERICA, INC., a corporation organized under the laws of Nevada, with its principal offices at 845 Center Drive, Vandalia, Ohio 45377 (EURAND), and RELIANT PHARMACEUTICALS, INC., a corporation organized under the laws of the State of Delaware, with its principal offices at 125 West 55th Street, 11th floor, New York, New York (RELIANT);

Reliant Pharmaceuticals – DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT Dated as of May 7, 2001 Among ETHYPHARM, S.A. (August 5th, 2005)

THIS DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT, dated as of May 7, 2001, by and among ETHYPHARM S.A., a corporation organized under the laws of France, with its principal offices at 194 Bureaux de la Colline, 92213 Saint Cloud, France, ETHYPHARM INDUSTRIES S.A., a corporation organized under the laws of France, with its principal offices at 194 Bureaux de la Colline, 92213 Saint Cloud, France (Ethypharm, S.A., Ethypharm Industries, S.A., together with their respective subsidiaries and Affiliates, collectively, ETHYPHARM), and RELIANT PHARMACEUTICALS, LLC, a limited liability company organized under the laws of the State of Delaware, with its principal offices at 110 Allen Road, Liberty Corner, New Jersey 07938, United States of America (RELIANT). Capitalized terms used herein without definition shall have the meanings specified in Section 1 hereof.

Reliant Pharmaceuticals – AMENDMENT NO. 1 TO DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT Dated as of May 24, 2005 Among ETHYPHARM, S.A. (June 6th, 2005)

AMENDMENT NO. 1 TO DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT (this Amendment) is hereby entered into as of May 24, 2005, by and among ETHYPHARM S.A., a corporation organized under the laws of France, with its principal offices at 194 Bureaux de la Colline, 92213 Saint Cloud, France (ETHYPHARM), and RELIANT PHARMACEUTICALS, INC., a corporation organized under the laws of the State of Delaware, with its principal offices at 110 Allen Road, Liberty Corner, New Jersey 07938, United States of America, and successor by conversion to Reliant Pharmaceuticals, LLC (RELIANT).

Reliant Pharmaceuticals – DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT Dated as of May 7, 2001 Among ETHYPHARM, S.A. (May 20th, 2005)

THIS DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT, dated as of May 7, 2001, by and among ETHYPHARM S.A., a corporation organized under the laws of France, with its principal offices at 194 Bureaux de la Colline, 92213 Saint Cloud, France, ETHYPHARM INDUSTRIES S.A., a corporation organized under the laws of France, with its principal offices at 194 Bureaux de la Colline, 92213 Saint Cloud, France (Ethypharm, S.A., Ethypharm Industries, S.A., together with their respective subsidiaries and Affiliates, collectively, ETHYPHARM), and RELIANT PHARMACEUTICALS, LLC, a limited liability company organized under the laws of the State of Delaware, with its principal offices at 110 Allen Road, Liberty Corner, New Jersey 07938, United States of America (RELIANT). Capitalized terms used herein without definition shall have the meanings specified in Section 1 hereof.

Reliant Pharmaceuticals – DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT Dated as of January 27, 2000 Between EURAND AMERICA, NC. (May 20th, 2005)

THIS DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT, dated as of January 27, 2000, between EURAND AMERICA, INC., a corporation organized under the laws of Nevada, with its principal offices at 845 Center Drive, Vandalia, Ohio 45377 (EURAND), and RELIANT PHARMACEUTICALS, INC., a corporation organized under the laws of the State of Delaware, with its principal offices at 125 West 55th Street, 11th floor, New York, New York (RELIANT);