Exhibit 10.36
AMENDMENT NO. 1
TO THE TOLL MANUFACTURING AGREEMENT
This Amendment No. 1 (the
“Amendment”), effective December 18, 2008, is by
and between Arena Pharmaceuticals GmbH (“Arena”) and
Siegfried Ltd. (“Siegfried”), and modifies the Toll
Manufacturing Agreement, dated January 7, 2008, by and between
Arena and Siegfried (the “Agreement”). All capitalized
terms used herein and not otherwise defined shall have the meanings
set forth in the Agreement.
WHEREAS, the Parties with to amend
the Agreement as stated in this Amendment.
NOW, THEREFORE, in consideration of
the promises and the mutual covenants set forth herein, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree
as follows:
1. The second sentence of
Section 2.6 is amended and restated in its entirety as
follows:
“This entire Agreement may be
terminated by either Party upon giving eighteen (18) months
prior notice at any time after the Effective Date, in a
Party’s discretion and for any reason or for no reason, with
an effective termination date no earlier than December 31,
2010.”
2. Unless otherwise specifically
amended herein, all of the terms and conditions of the Agreement
shall remain in full force and effect. The Agreement, as amended
hereby, constitutes and contains the entire agreement of the
Parties and supersedes any and all prior negotiations,
correspondence, understandings, letters of intent and agreements
between the Parties respecting the subject matter hereof. The
Agreement may be amended or modified, or one or more provisions
hereof may be waived, only by written instrument signed
