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The
confidential portions of this exhibit have been filed separately
with the Securities and Exchange Commission pursuant to a
confidential treatment request in accordance with Rule 24b-2
of the Securities and Exchange Act of 1934, as amended. REDACTED
PORTIONS OF THIS EXHIBIT ARE MARKED BY AN ***.
FIRST AMENDMENT TO THE CO-PROMOTION
AGREEMENT BETWEEN
VERNALIS DEVELOPMENT LIMITED
AND
ENDO PHARMACEUTICALS INC.
DATED JULY 1, 2005
This First
Amendment to the Co-Promotion Agreement by and between Vernalis
Development Limited (“Vernalis”) and Endo
Pharmaceuticals Inc. (“Endo”) (the “First
Amendment”) is effective as of December 12,
2005.
WHEREAS,
Vernalis and Endo entered into a Co-Promotion Agreement dated
July 1, 2005 (the “Co-Promotion Agreement”),
governing the terms under which Endo and Vernalis would work
together to promote the Product in the USA; and
WHEREAS,
Vernalis and Endo wish to amend the Co-Promotion Agreement as more
fully set forth below;
NOW THEREFORE,
for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree to amend the Co-Promotion
Agreement as follows:
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1.
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Unless set forth herein, the
capitalized terms contained in this First Amendment shall have the
meanings set forth in the Co-Promotion Agreement.
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2.
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The
following Definition is hereby added to Section 1:
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“Tertiary Detail” means
a Product Detail presented with lesser prominence than a Secondary
Detail but more prominence than mere inclusion in a product
list.
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3.
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The
following is inserted between “not” and
“(x)” in Section 2.1(b):
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“as determined by reference to
the process set out in Section 2.1(c)”.
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4.
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The
following is added to the Co-Promotion Agreement as
Section 2.1(c):
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“(c) Process for determining
Non-Compete Obligations:
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To assist the
parties in determining which products fall under the non-compete
provisions set forth in Section 2.1(b), it is agreed
that:
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(i)
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Endo shall provide to Vernalis an
initial and updated summaries of all Endo’s products either
marketed in the USA or under development that have successfully
completed clinical proof of principle as at the date of
each
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summary. Such
summaries shall include at least: (a) the name of the product
(if marketed) and the class of the molecule and (b) the
indication or indications for which the product is being marketed
or developed (the “Non-compete Summary”).
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Endo shall
provide a Non-compete Summary to Vernalis at the following
times:
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(A)
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within *** business days of
the date of this First Amendment.
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(B)
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no
later than *** business days following March 1 and September
1 of each calendar year during the term of the Co-Promotion
Agreement.
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(C)
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additionally at any time within
*** business days of any request by Vernalis but not more
than once during any period March 1 – August 31 or
September 1 – February 29 in any year.
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(ii)
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Each updated Non-compete Summary
shall supercede all previous Non-compete Summaries other than with
respect to the provisions of Section 2.1 (c) (vi) (B).
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(iii)
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In
the event Endo fails to provide to Vernalis a Non-compete Summary
by any due date provided in Section 2.1 (c) (i) (B) or
(C), Endo may not provide a Non-compete Summary to Vernalis (unless
subsequently requested by Vernalis under Section 2.1 (c) (i)
(C)) until the next scheduled due date under Section 2.1 (c)
(i) (B) and the last issued Non-Compete Summary shall continue
to govern until such time.
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(iv)
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On
any date that Endo publicly announces an acquisitio
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