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Note: Certain portions of this document have been marked "[C.I.]"
to indicate
that confidential treatment has been requested for this
confidential
information. The confidential portions have been omitted and filed
separately
with the Securities and Exchange Commission.
Exhibit 10(d)
AMENDMENT AND EXTENSION OF THE
SUPPLY & DEVELOPMENT AGREEMENT
THIS
AMENDMENT AND EXTENSION OF THE SUPPLY & DEVELOPMENT AGREEMENT
(the
"Amendment"), is made as of February 16, 2006 (the "Effective
Date") by and
between SIRIUS LABORATORIES, INC., an Illinois corporation with a
place of
business at 100 Fairway Drive, Suite 130, Vernon Hills, IL 60061
("SIRIUS"), and
HARMONY LABS, INC., a North Carolina corporation with a place of
business at
1109 South Main Street, Landis, NC 28088 ("HARMONY"). SIRIUS and
HARMONY shall
hereinafter be collectively referred to as the "Parties" or
individually as a
"Party" to this Amendment.
A.
The Parties entered into that certain Supply & Development
Agreement
dated as of September 18, 2001 (also entitled as "Manufacturing
Agreement"), as
amended, (the "Original Agreement"), pursuant to which HARMONY has
been
providing certain manufacturing and supply services and related
activities to
SIRIUS; and
B.
The Parties desire to amend the Original Agreement to adjust
certain of
the terms and conditions of the Original Agreement, to clarify
certain matters
relating to the Original Agreement and to extend the term of the
Original
Agreement, as so amended, in each case pursuant to the terms and
conditions set
forth in this Amendment.
NOW,
THEREFORE, in consideration of the various promises and
undertakings
set forth herein, the Parties agree as follows:
1.
SCHEDULE A to the Original Agreement shall be deleted in its
entirety,
and replaced with SCHEDULE A attached to this Amendment, which the
Parties
acknowledge and agree identifies the following Products as being
the subject of
the Original Agreement as of the Effective Date:
Nicosyn (sodium sulfacetamide 10% and sulfur 5%)
nicotinamide-T
AVAR
CLEANSER, AVAR GEL, AVAR E, AVAR GREEN, AVAR E GREEN
2.
Harmony shall maintain the drug products listings for the
products
listed in Schedule A as the manufacturer in accordance with FDA
requirements for
Drug Product Listing.
3.
The phrase "[c.i.]" in the 4th paragraph of Section 2.1 of the
Original
Agreement shall be replaced with the phrase "[c.i.]".
4. A
new paragraph shall be added to the end of Section 2.1 of the
Original
Agreement which shall read as follows:
"Notwithstanding the provisions set forth above in this Section 2.1
that
[c.i.], without limiting any other right or remedy available to
[c.i.] at
law
or in equity, [C.I.] may [c.i.] from third parties and
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[c.i.] (a) in [c.i.], or (b) in [c.i.]"
5.
The phrase "[c.i
