Exhibit 10.12
AMENDMENT #1 TO MANUFACTURING
SERVICES AGREEMENT
This Amendment #1 (this
“Amendment #1” ), effective as of
January 1, 2008 (the “Effective Date” ), is
made by and between Patheon Inc., a corporation existing under the
laws of Canada, Patheon Pharmaceuticals Inc., a corporation
existing under the laws of the State of Delaware (collectively,
“Patheon” ) and Transcept Pharmaceuticals, Inc.,
a corporation existing under the laws of Delaware and formerly
TransOral Pharmaceuticals, Inc. (“Transcept” ).
Patheon and the Transcept may be referred to herein by name or as a
“Party,” or collectively as the
“Parties.”
BACKGROUND
WHEREAS, Patheon and Transcept
entered into that certain Manufacturing Services Agreement dated
October 6, 2006 (such agreement, the “Manufacturing
Services Agreement” ) under which Patheon undertook
certain obligations to manufacture and supply Product (as defined
in the Manufacturing Services Agreement) for Transcept and
Transcept undertook certain payment and minimum purchase
obligations with respect to such Product.
WHEREAS, the Parties now wish to
amend the Manufacturing Services Agreement to reflect their mutual
agreement that Patheon will not be performing any Manufacturing
Services (as defined in the Manufacturing Services Agreement) or
other activities with respect to the Product at Patheon’s
manufacturing facility located at 111 Consumers Drive, Whitby,
Ontario L1N 5Z5 (referred to in the Manufacturing Services
Agreement as the “Secondary Manufacturing Site”
).
NOW, THEREFORE, in consideration of
the covenants and promises set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby expressly acknowledged by the Parties, each of the
undersigned covenants and agrees as follows:
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1.
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All occurrences
of the term “Secondary Manufacturing Site” and/or
“Whitby” shall be deleted from the Manufacturing
Services Agreement, including without limitation the references
made to such terms in Article 1 and Sections 2.1, 2.1(a), 2.1(c),
2.1(d), 2.1(e), 2.2(a), 2.2(b), 2.2(c), 3.1, 5.4, 7.5(a), 7.5(b),
7.6, 9.3(b) and 9.3(c).
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2.
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Section 3.1 of the Manufacturing Services
Agreement shall be amended and restated to read as
follows:
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Commencing on the Commencement Date
and during the term of the Agreement, Patheon shall manufacture and
supply all quantities of the Product ordered by Client in the
Territory pursuant to this Agreement. Subject to t
