AMENDMENT No. 3 TO
AMENDED AND RESTATED SUPPLY AGREEMENT
THIS AMENDMENT No. 3 TO THE AMENDED AND RESTATED SUPPLY
AGREEMENT (the " Third Amendment ") is hereby made as of
April 1, 2005 (the "Effective Date") by and between Plantex USA,
Inc., a New Jersey corporation, with offices at 2 University Plaza,
Suite 305, Hackensack, New Jersey 07601 (" Plantex ") and
Purepac Pharmaceutical Co. a Delaware corporation, with offices at
200 Elmora Avenue, Elizabeth, New Jersey 07207, (" Purepac
"). Plantex and Purepac are sometimes together referred to herein
as the " Parties " and separately as a " Party ."
WHEREAS , Plantex and Purepac entered into a certain
Amended and Restated Supply Agreement dated April 26, 2004, as
amended to date (collectively, the "Supply Agreement"); and
WHEREAS , the Parties desire to enter into this Third
Amendment to make certain modifications to the terms and conditions
of the Supply Agreement in order to better reflect the current
mutual intent and desire of the Parties.
NOW, THEREFORE , in consideration of the foregoing
premises and the mutual agreements set forth below, and other good
and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:
1. Next API Notwithstanding
anything contained in the Supply Agreement to the contrary, during
the period commencing with the Effective Date through **** (the
"Next Period"), Purepac shall purchase API only from Plantex (such
exclusive purchase obligation shall be subject to the provisions of
Section 2.3, with respect to any Next API that Plantex fails to
ship in accordance with the terms of this Third Amendment) until
such time that it purch
