Exhibit 10.10
Amendment to the Packaging and
Supply Agreement dated September 14, 2006
This is an Amendment (the
“Amendment”) to the Packaging and Supply Agreement
dated September 14, 2006 between Anderson Packaging, Inc.
(“API”) and Transcept Pharmaceuticals, Inc.
(“Purchaser”) (the “Agreement”).
1. API acknowledges that Purchaser
has, since executing the Agreement, undergone a corporate name
change from TransOral Pharmaceuticals, Inc. to Transcept
Pharmaceuticals, Inc. Accordingly all references to TransOral
Pharmaceuticals, Inc. set forth in the Agreement are hereby changed
to Transcept Pharmaceuticals, Inc.
2. The following paragraph shall be
added to the end of Section 2 of the Agreement:
With respect to Zolpidem Products
only, API will supply CIAB Packaging exclusively to Purchaser for
Zolpidem Products (such exclusive rights of Purchaser, the
“CIAB-Zolpidem Exclusivity” and each such Zolpidem
Product so packaged, a “Zolpidem Packaged Product”).
For the avoidance of doubt, the CIAB-Zolpidem Exclusivity only
applies to Zolpidem and no other product.
Unless otherwise agreed to by the
parties, the CIAB-Zolpidem Exclusivity will continue for so long as
Purchaser purchases at least [***] of Zolpidem Packaged Products in
each calendar year following Purchaser’s or its
designee’s first commercial sale of a Zolpidem Packaged
Product, with such minimum purchase amount to be prorated for the
portion of the calendar year then remaining at the time of such
first commercial sale (the “CIAB Minimum Purchase
Amount”). Purchaser and API further agree that the
CIAB-Zolpidem Exclusivity will terminate in the event that a first
commercial sale of Purchaser’s Zolpidem Packaged Product by
Purchaser or its designee does not occur within [***] following FDA
appr
