AMENDMENT NUMBER 3
TO
DEVELOPMENT AND SUPPLY AGREEMENT DATED DECEMBER 28, 2001
BETWEEN
ABBOTT LABORATORIES
AND INTERMUNE, INC.
This Amendment
No. 3, to the Development and Supply Agreement dated as of
December 28, 2001, as amended by Amendment No. 1 dated
April 26, 2002, Amendment No. 2 dated October 15,
2002, and the letter agreement regarding “Authorization for
Disclosure of Confidential Information” dated July 18, 2003
(collectively, the “Agreement”), is effective as of
December 22, 2005 (“Amendment No. 3 Effective
Date”) between Abbott Laboratories, an Illinois corporation
(“Abbott”), and InterMune, Inc., a Delaware corporation
(“InterMune”). Any capitalized term used and not
otherwise defined herein shall have the meaning set forth in the
Agreement.
WHEREAS, the
parties desire to amend the Agreement as set forth
below.
NOW, THEREFORE, in
consideration of the premises and the mutual covenants and
agreements contained herein, the parties hereto, intending to be
legally bound, hereby agree as follows:
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1.
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Amendment
. Abbott and InterMune
hereby amend the Agreement as follows:
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A.
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Section 8.6 of the Agreement is
amended and restated as follows:
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8.6
Non-Standard Equipment or Additional Capacity . If equipment
is required to manufacture Bulk Drug Substance for InterMune,
InterMune shall pay the cost of such equipment, subject to
InterMune’s prior approval of such costs, which approval
shall not be unreasonably withheld. Abbott shall advise InterMune
of equipment required and the estimated cost(s) associated with the
purchase, installation and validation of such equipment. Such
equipment shall be used exclusively for manufacturing Bulk Drug
Substance hereunder or, if utilized for other products, such
cost(s) shall be prorated accordingly. Abbott shall bill InterMune
for the associated costs after Abbott installs the
equipment.
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B.
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Section 12.1 of the Agreement
is amended and restated as follows:
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12.1 Term .
This Agreement shall become effective as of the Effective Date, and
unless soon
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