<PAGE>
EXHIBIT 10.4
WHEREVER CONFIDENTIAL INFORMATION IS
OMITTED HEREIN (SUCH OMISSIONS ARE DENOTED
BY AN ASTERISK), SUCH CONFIDENTIAL
INFORMATION HAS BEEN SUBMITTED SEPARATELY TO
THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
FOURTH AMENDMENT TO DEVELOPMENT AGREEMENT
FIRST AMENDMENT TO MANUFACTURING AND SUPPLY AGREEMENT
This Agreement shall be the Fourth
Amendment to the Development Agreement by and
between Janssen Pharmaceutica
International, a division of Cilag International
AG, having its place of business in CH-6300
Zug, Switzerland ("JANSSEN") and
Medisorb Technologies International, A
Delaware limited partnership
("Medisorb"), which agreement has in the
meantime been duly assigned from
Medisorb to Alkermes Controlled
Therapeutics Inc. II, a company organized and
existing under the laws of the Commonwealth
of Pennsylvania, 64 Sidney Street,
Cambridge, MA 02139-4136, U.S.A. ("ACT II")
by a deed of assignment dated. March
1, 1996.
This Agreement shall also be the First
Amendment to the Manufacturing and Supply
Agreement by and between JPI PHARMACEUTICA
INTERNATIONAL, a division of Cilag AG
International Zug, a company duly organized
and existing under the laws of
Switzerland, having its principal office in
CH-6300 Zug, Kollerstrasse 38,
Switzerland (hereinafter referred to as
"JPI"), and JANSSEN PHARMACEUTICA Inc.,
1125 Trenton-Harbourton Road, Titusville,
NJ 08560, USA (hereinafter referred to
as "JANSSEN US") and ACT II, which
agreement has since been duly transferred
from JANSSEN PHARMACEUTICA INC. TO JANSSEN
PHARMACEUTICA PRODUCTS, L.P. (JPI and
JANSSEN US collectively referred to herein
as "JANSSEN").
WHEREAS JANSSEN and ACT II desire to amend
certain terms of the Development
Agreement and the Manufacturing and Supply
Agreement with respect to the
ownership of
