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AMENDMENT TO DISTRIBUTION
AGREEMENT
THIS AMENDMENT
TO DISTRIBUTION AGREEMENT (“ Amendment ”) is
entered into as of December 22, 2005 (the “ Effective
Date ”), by and between Connetics Corporation (“
Connetics ”) and Cardinal Health, Inc. (“
Cardinal ”). Connetics and Cardinal entered into a
Distribution Agreement dated December 1, 2004 (“
Agreement ”). The Parties desire to amend the
Agreement in the manner set forth in this Amendment. Capitalized
terms not otherwise defined herein shall have the meaning ascribed
to such terms in the Agreement.
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1.
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The
following definitions in Article 1 of the Agreement are
hereby deleted and replaced in their entirety as
follows:
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Commitment
Period .
“Commitment Period” means January 1, 2006 through
December 31, 2007, unless this Agreement is terminated earlier
under the provisions of Article 4 .
NLC
Program . “NLC
Program” means Cardinal’s National Logistics Center,
combining a centralized, single-shipping point for all Products and
improved inventory management and shipping services.
Term .
“Term” means the date first written above, through and
including December 31, 2007, unless this Agreement is
terminated earlier under the provisions of
Article 4.
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2.
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The
following bullet-point is hereby added to Section 2.1
of the Agreement:
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•
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All
other NLC Program administrative services.
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3.
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Subsection (c) is hereby added
to Section 2.2 of the Agreement as follows:
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(c) All other NLC Program
distribution administrative services.
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4.
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Section 2.3.3
of the Agreement is
hereby deleted and replaced in its entirety with the
following:
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2.3.3
Monthly Purchase .
Cardinal and Connetics will jointly use best efforts to adjust
inventory levels maintained by Cardinal to accurately reflect
Product demand. Cardinal shall purchase Product from Connetics
monthly and [**]
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5.
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The
bullet-points in Section 2.5.1 are hereby deleted in
their entirety, and a new sentence is hereby added following the
bullet-points, as follows:
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• On hand inventory
level by distribution center and any other location and/or facility
where Products are stored and/or warehoused through the NLC Program
(including brokerage locations); and
• On order inventory
level by distribution center and any other location and/or facility
where Products are stored and/or warehoused through the NLC Program
(including brokerage locations); and
** Portions of
this exhibit have been omitted and filed separately with the SEC.
Confidential treatment has been requested with respect to the
omitted portions.
• Sales out by
distribution center and any other location and/or facility where
Products are stored and/or warehoused through the NLC Program
(including brokerage locations)
Cardinal shall
also provide Connetics quarterly morgue reports that must be
received by Connetics no later than the last week of each calendar
quarter during the Commitment Period.
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6.
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The
following sentence is hereby added as the last sent
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