0001193125-11-133751 Sample Contracts

AMENDED AND RESTATED DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT between LUPIN LTD. and SALIX PHARMACEUTICALS, INC. Dated as of 31 March 2011
And License Agreement • May 10th, 2011 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York

This Amended and Restated Development, Commercialization and License Agreement (this “Agreement”) is made and entered into effective as of 31 March 2011 (the “Amendment Effective Date”) by and between Lupin Ltd., a corporation organized under the laws of India and having its principal place of business at “B” Wing, Fifth Floor, Bandra Kurla Complex, Mumbai – 400 051, India (“Lupin”), and Salix Pharmaceuticals, Inc., a corporation organized under the laws of the State of California in the United States of America and having its principal place of business at 1700 Perimeter Park Drive, Morrisville, North Carolina 27560-8404, U.S.A. (“Salix”). Lupin and Salix are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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FIRST AMENDMENT TO RIFAXIMIN MANUFACTURING AND SUPPLY AGREEMENT between SALIX PHARMACEUTICALS, INC. and LUPIN LTD. Dated as of 31 March 2011
Manufacturing and Supply Agreement • May 10th, 2011 • Salix Pharmaceuticals LTD • Pharmaceutical preparations

This FIRST AMENDMENT TO RIFAXIMIN MANUFACTURING AND SUPPLY AGREEMENT (this “Amendment”), dated as of 31 March 2011 (the “Amendment Effective Date”), is made by and between Salix Pharmaceuticals, Inc., a California corporation (“Salix”), and Lupin Ltd., a corporation organized under the laws of India (“Lupin”). Salix and Lupin are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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Portions of this document marked [*] are requested to be treated confidentially. SECOND AMENDMENT TO LEASE
Lease • May 10th, 2011 • Salix Pharmaceuticals LTD • Pharmaceutical preparations

THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is entered into as of the 11th day of February, 2011 by and between EOS ACQUISITION I LLC, a Delaware limited liability company (“Landlord”), and SALIX PHARMACEUTICALS, INC., a California corporation (“Tenant”).

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Portions of this document marked [*] are requested to be treated confidentially.
Agreement • May 10th, 2011 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York

THIS AGREEMENT (the “Agreement”) is entered into as of February 3, 2011, and is effective as of the Effective Date (as herein after defined), by and among the University of Chicago, acting on behalf of itself and its affiliate ARCH Development Corporation (the “University”), Progenics Pharmaceuticals, Inc. (“Progenics”), Progenics Pharmaceuticals Nevada, Inc., a wholly-owned subsidiary of Progenics (“ProNev;” and, together with Progenics, the “Progenics Parties”), and Salix Pharmaceuticals, Inc. (“Salix”).

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FINISHED PRODUCT MANUFACTURING AND SUPPLY AGREEMENT between SALIX PHARMACEUTICALS, INC. and LUPIN LTD. Dated as of 31 March 2011
And Supply Agreement • May 10th, 2011 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York

This Finished Product Manufacturing and Supply Agreement (this “Agreement”), dated as of 31 March 2011 (the “Effective Date”), is made by and between Salix Pharmaceuticals, Inc., a California corporation (“Salix”), and Lupin Ltd., a corporation organized under the laws of India (“Lupin”). Salix and Lupin are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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OFFICE LEASE
Lease and Lease Termination Agreement • May 10th, 2011 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • North Carolina

THIS LEASE (this “Lease”) made as of February 14, 2011 (the “Effective Date”) by and between CORNERSTONE COLONNADE LLC, a Delaware limited liability company (“Landlord”), through its authorized agent, CORNERSTONE REAL ESTATE ADVISERS LLC, a Delaware limited liability company, having an address at 180 Glastonbury Boulevard, Suite 200, Glastonbury, Connecticut 06033, and SALIX PHARMACEUTICALS, INC., a California corporation (“Tenant”), having its principal office at 1700 Perimeter Park Drive, Morrisville, North Carolina 27560-8404.

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LICENSE AGREEMENT by and between SALIX PHARMACEUTICALS, INC. and PROGENICS PHARMACEUTICALS, INC. PROGENICS PHARMACEUTICALS NEVADA, INC. and EXCELSIOR LIFE SCIENCES IRELAND LIMITED Dated as of 3 February 2011
License Agreement • May 10th, 2011 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York

This LICENSE AGREEMENT (this “Agreement”) is made and entered into as of 3 February 2011 (the “Effective Date”), by and between Salix Pharmaceuticals, Inc., a corporation existing under the laws of California and having a place of business at 1700 Perimeter Park Drive, Morrisville, NC 27560 (“Salix”), and Progenics Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware and having a principal place of business at 777 Old Saw Mill River Road, Tarrytown, NY 10591 (“Progenics”), Progenics Pharmaceuticals Nevada, Inc., a corporation organized and existing under the laws of the State of Nevada and having a principal place of business at 777 Old Saw Mill River Road, Tarrytown, NY 10591, USA and a wholly-owned subsidiary of Progenics (“ProNev”), and Excelsior Life Sciences Ireland Limited, a corporation organized and existing under the laws of Ireland and having a principal place of business at 25/28 North Wall Quay, Dublin 1 Ireland and a wholly-ow

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