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Exhibit
10.68
Jazz
Pharmaceuticals
Amendment No. 1
to
Amended and Restated Xyrem
License and Distribution Agreement
This Amendment No. 1 (the “
Amendment ”) to the Amended and Restated Xyrem License
and Distribution Agreement dated as of June 30, 2006 (the
“ Agreement ”) by and between Jazz
Pharmaceuticals, Inc., having its principal place of business at
3180 Porter Drive, Palo Alto, California 94304, USA (together with
its Affiliates, “ Jazz Pharmaceuticals ”) and
UCB Pharma Limited, a company organized under the laws of England
having its principal place of business at 208 Bath Road, Slough,
Berkshire, SL1 3WE (together with its Affiliates, “
UCB ”), is entered into as of the 21 day of December,
2007 (the “ Execution Date ”). Capitalized terms
not otherwise defined herein shall have the same meanings as in the
Agreement.
RECITALS
WHEREAS, in accordance with
Section 17.5 of the Agreement, the parties wish to amend the
Agreement to revise certain terms and conditions governing the
disposition of Product by UCB upon termination of the
Agreement.
NOW THEREFORE, in
consideration of the mutual agreements and covenants set forth
hereinafter and in the Agreement and other good and valuable
consideration, receipt of which is hereby acknowledged, Jazz
Pharmaceuticals and UCB hereby agree as follows:
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1. |
Amendment of Rights and Obligations on Termination .
Jazz Pharmaceuticals and UCB hereby amend Section 14.5 to
remove the last clause of Section 14.5(iii), so that
Section 14.5(iii) will read as follows: “Jazz
Pharmaceuticals may, if UCB elects not to pursue its sell-off
rights under Section14.7, repurchase UCB’s inventory of
non-obsolete and non-expired Product at the price paid by UCB for
such Product or direct UCB to sell them to the Third Party
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