Exhibit 10.2
CONFIDENTIAL
TREATMENT
SECOND AMENDMENT TO DEVELOPMENT AND
SUPPLY AGREEMENT
THIS SECOND AMENDMENT TO DEVELOPMENT
AND SUPPLY AGREEMENT (this “ Second Amendment ”)
is entered into as of the 26th day of June, 2008 (“Second
Amendment Effective Date”) by and between Cubist
Pharmaceuticals, Inc., a Delaware corporation (“
Cubist ”) and Hospira Worldwide, Inc., a Delaware
corporation (“ Hospira ”) to amend the terms of
that certain Development and Supply Agreement, as amended, between
Abbott Laboratories, predecessor in interest to Hospira, and Cubist
(the “ Agreement ”).
Whereas , the parties desire to amend the terms of the
Agreement to reflect, among other items, the validation of
Hospira’s facility in Liscate, Italy, the manufacture of
Product at such site, changes to minimum purchases of Product and
applicable pricing.
Now, therefore
in consideration of the mutual
promises and agreements contained herein, the parties agree to
amend the Agreement as follows:
1.
Incorporation of the
Agreement . All capitalized terms
which are not defined herein shall have the same meanings as set
forth in the Agreement, and the Agreement is incorporated herein by
this reference as though the same was set forth in its
entirety. Except as specifically set forth herein, the
Agreement shall remain in full force and effect and its provisions
shall be binding on the parties hereto .
2.
Definitions
.
a.
As used herein Product shall refer
to both the []* and D500 configurations of CUBICIN
® (daptomycin for injection)
b.
“[]*” shall mean CUBICIN
in a []* configuration
c.
“D500” shall mean
CUBICIN in a 500mg configuration.
d.
As used in the Agreement, the term
“Affiliate” shall mean any corporation or non-corporate
business entity which controls, is controlled by, or is under
common control with a party to this Agreement; A corporation or
non-corporate business entity shall be regarded as in control of
another corporation or non-corporate business entity if it owns, or
directly or indirectly controls, in excess of fifty percent (50%)
of the voting stock of the other corporation, or (a) in the
absence of the ownership of in excess of fifty percent (50%) of the
voting stock of a corporation or (b) in the case of a
non-corporate business entity, if it possesses, directly or
indirectly, the power to direct or cause the direction of the
management.
3.
Validation of the Liscate, Italy
Facility .
a.
D500 is currently manufactured at
Hospira’s facility in McPherson, Kansas
(“McPherson”). The parties shall work jointly and
in good faith to complete the Feasibility Document and Plant
Certification Protocol, outlines of which are attached hereto at
Exhibit A, in accordance with the Technology Transfer
Documents that were emailed by []* of Cubist to []* of Hospira on
August 9, 2007 (the Feasibility Document, Plant Certification
Protocol and Technology Transfer Document, each a
“Document” and collectively the
“Documents”). For
*Confidential Treatment Requested. Omitted
portions filed with the Securities and Exchange Commission. (the
“Commission”).
