AMENDMENT TO THE LICENSE AND COLLABORATION AGREEMENT

Exhibit 10.13(d)

AMENDMENT

TO THE

LICENSE AND COLLABORATION AGREEMENT

This Amendment (the " Amendment ") entered into effective as of December 21, 2006 (the " Amendment Effective Date ") to the License and Collaboration Agreement, effective as of June 23, 2005 (the " License and Collaboration Agreement "), by and between Alkermes, Inc. (" Alkermes ") and Cephalon, Inc. (" Cephalon "), witnesseth that (capitalized terms used but not defined herein shall have the meaning set forth in the License and Collaboration Agreement):

RECITALS:

WHEREAS, pursuant to the License and Collaboration Agreement, the Parties agreed, among other things, that, until December 31, 2007, Alkermes was responsible for cumulative Distributable Losses up to One Hundred Twenty Million Dollars ($120,000,000) and Cephalon was responsible for cumulative Distributable Losses in excess of One Hundred Twenty Million Dollars ($120,000,000); and

WHEREAS, Alkermes and Cephalon have now agreed to amend the terms and conditions governing responsibilities for Distributable Losses for the period from August 1, 2006 through December 31, 2006.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

• • • 1.                                       Section 9.3 shall be amended and restated to read as follows:

      • • " 9.3                        Profit Sharing.   Subject to Sections 9.3.1, 9.3.2 and 9.3.3 below, Cephalon shall receive or pay, as applicable, [**] percent ([**]%) of the Distributable Profit (Loss) for the Products with respect to sales in the Territory, and Alkermes shall receive or pay, as applicable, [**] percent ([**]%) of the Distributable Profit (Loss) for the Products with respect to sales in the Territory, to be calculated and paid in accordance with the reconciliation and payment provisions of Section 9.5.

          9.3.1               Alkermes Obligations.   Notwithstanding the foregoing, but subject to Section 9.3.3, for the period from the Effective Date until the later of (a) December 31, 2007 or (b) the date eighteen (18) months after the first Regulatory Approval of a Product in the Territory, Alkermes shall be responsible for the payment of monthly Distributable Losses up to an aggregate amount equal to the Distributable Loss Cap.  The "Distributable Loss Cap" shall mean the sum of (i) cumulative Distributable Losses up to One Hundred Twenty

  **Portions of this exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

   

   

  • • • • Million Dollars ($120,000,000) paid by Alkermes (and not reimbursed by Cephalon pursuant to Section 9.3.3) and (ii) Four Million Six Hundred Four Thousand One Hundred Ninety-Eight Dollars ($4,604,198).

          9.3.2               Cephalon Obligations.   Notwithstanding the foregoing, but subject to Section 9.3.3, for the period from the Effective Date until the later of (a) December 31, 2007 or (b) the date eighteen (18) months after the first Regulatory Approval of a Product in the Territory, Cephalon shall be responsible for the payment of monthly Distributable Losses exceeding, in the aggregate, the Distributable Loss Cap.

          9.3.3               Distributable Losses From August 1, 2006 to December 31, 2006.