Exhibit 10.17
AMENDMENT #1 TO SUPPLY AND
LICENSE AGREEMENT
This Amendment #1 (this
“Amendment #1”), effective as of March 14,
2008 (the “Effective Date”), is made by and
between SPI Pharma, Inc., a Delaware corporation with its principal
offices at 321 Cherry Lane, New Castle, Delaware 19720 (hereinafter
referred to as “Supplier”) and Transcept
Pharmaceuticals, Inc. (formerly, TransOral Pharmaceuticals), a
Delaware corporation with its principal offices at 1003 W. Cutting
Blvd., Suite 110, Pt. Richmond, California 94804. SPI and the
Transcept may be referred to herein by name or as a
“Party,” or collectively as the
“Parties.”
BACKGROUND
WHEREAS, SPI and Transcept entered
into that certain Supply and License Agreement dated June 27,
2006 (such agreement, the “[***] Supply and License
Agreement”) under which SPI undertook certain obligations
to manufacture and supply Product (as defined in the [***] Supply
and License Agreement) for Transcept and Transcept undertook
certain payment obligations with respect to such supplied
Product.
WHEREAS, the Parties now wish to
amend the [***] Supply and License Agreement to extend the term
thereof.
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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The defined
term “Territory” in Article 1 of the [***]
Supply and License Agreement is amended and restated to read as
follows:
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“Territory” means the [***].
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2.
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Section 9.1 of the [***] Supply and License
Agreement is amended and restated to read as follows:
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“9.1 Term of Agreement
. Unless earlier terminated as described below, this Agreement
shall be effective as of the Effective Date and shall remain in
effect for a period of ten (10) years thereafter (the
“Term”).”
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3.
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Each Party
represents and wa
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