Exhibit 10.36
FIRST AMENDMENT TO ASSET PURCHASE
AGREEMENT
THIS AMENDMENT
(“Amendment”) is made, effective as of the date signed
by the last party to sign below, to the Asset Purchase Agreement
(the “Asset Purchase Agreement”) dated
September 30, 2005 between Bristol-Myers Squibb Company
, a Delaware corporation, headquartered at 345 Park Avenue, New
York, New York 10145 (“Seller”), and Warner Chilcott
Company, Inc., a Puerto Rican corporation
(“Purchaser”).
The Parties agree as
follows:
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1.
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Section 1.09(c) of the Asset Purchase
Agreement is replaced in its entirety by the following:.
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“(c) Product Returns
.
(i) For Sales of Product under
Seller’s NDC Code Prior to Closing . Seller shall be
solely responsible for processing and handling all returns
following the Closing for all Product sold by Seller under
Seller’s NDC Code prior to Closing, and shall be responsible
for the credit liability associated with all returns of such
Product in accordance with Seller’s policies
therefor.
(ii) For Sales of Product
under Purchaser’ NDC Code Subsequent to Closing .
Purchaser will not sell any Product following the Closing (other
than Inventory transferred to it by Seller at Closing) that does
not contain a new NDC Code assigned to Purchaser. Purchaser
shall be solely responsible for processing and handling all returns
following the Closing for all Product sold by Purchaser under
Purchaser’s NDC Code subsequent to Closing, and shall be
responsible for the credit liability associated with all returns of
such Product in accordance with Purchaser’s policies
therefor.
(iii) For Sales of Product
from Inventory Sold to Purchaser . Seller shall be solely
responsible for processing and handling all returns following the
Closing for all Product sold following the Closing by Purchaser
under Seller’s NDC Code (i.e., from Inventory transferred to
Purchaser at Closing), and Purchaser shall be solely responsible
for any credit liability and issuing any refund or credit to the
customer under Purchaser’s policies relating to same. Seller
will use commercially reasonable efforts to promptly notify
Purchaser whenever a return has been received that relates to any
such Product.
(iv) Partial Lots .
Notwithstanding the foregoing, in the event that there are returns
from Inventory sold by Purchaser to customers from lots that also
include Product that was sold by Seller prior to the Closing Date
(each referred to herein as a “ Partial Lot ”),
Seller and Purchaser will each be responsible for one-half of the
credit liability associated with returns of Product included in
such Partial Lot (regardless of which Party sold such Product). The
Party receiving the return from a Partial Lot shall be responsible
for processing and handling the return following the Closing;
however, Purchaser shall be responsible for issuing any and all
refunds or credits to the customer under Purchaser’s policies
relating to same for any return of Product from a Partial Lot
(whether ret
