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Distribution Agreement > THIRD AMENDMENT TO EXCLUSIVE DISTRIBUTION AGREEMENT BETWEEN AKORN, INC., AND MASSACHUSETTS BIOLOGICAL LABORATORIES
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THIRD AMENDMENT
TO
EXCLUSIVE DISTRIBUTION AGREEMENT
BETWEEN
AKORN, INC., AND
MASSACHUSETTS BIOLOGICAL LABORATORIES
This Third
Amendment (the “ Third Amendment ”) is entered
into as of August 1, 2008 (the “ Effective Date
”), by and between Massachusetts Biologic Laboratories of the
University of Massachusetts Medical School (“ MBL
”) and Akorn, Inc. (“ Akorn ”) (each a
“ Party ” and together the “
Parties ”).
WHEREAS ,
MBL as manufacturer and Akorn as distributor entered into an
Exclusive Distribution Agreement for Tetanus-Diphtheria vaccine
(“Td vaccine”) on March 22, 2007 (the “
Exclusive Distribution Agreement ” or the “
Agreement ”);
WHEREAS ,
by an Amendment with an effective date of July 3, 2008 (the
“ First Amendment ”), and an Amendment with an
effective date of July 30, 2008 (the “ Second
Amendment ”), MBL and Akorn modified their Exclusive
Distribution Agreement for certain purposes (the “
Modified Exclusive Distribution Agreement ” or the
“ Modified Agreement ”); and
WHEREAS ,
since the effective date of the Second Amendment, circumstances
have arisen that warrant a further amendment to the Modified
Exclusive Distribution Agreement;
NOW,
THEREFORE , the Parties agree to amend the Modified Exclusive
Distribution Agreement as follows:
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1.
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Consideration
. The Parties agree that
the consideration for this Third Amendment consists of the mutual
benefits arising from the modifications set out below.
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2.
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Amendment to
Section 2(a)(1)(2) . Section 2(a)(1)(2) is hereby
corrected by deleting the Section in its entirety and replacing it
with the following language:
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2(a)(1)(2)
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Delivery of Single Dose Vials to
Akorn . MBL
will make available to Akorn for pickup [***...***] doses in
single dose vials (the “ Replacement Doses ”) in
consideration of Akorn’s timely payment of the first
installment of the Year 1 Resolution Amount (as such term is
defined in Section 2 (a)(3) (Akorn Resolution Payment) below). Of
the
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