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
