Exhibit 10.13
FIRST AMENDMENT TO SUPPLY
AGREEMENT
THIS FIRST AMENDMENT TO SUPPLY
AGREEMENT (the
“Amendment”) is dated as of January 24, 2006, by and
between Novacea, Inc., a Delaware corporation previously known as
D-NOVO Therapeutics, Inc. (“Novacea”) and Plantex USA,
Inc., a Delaware corporation (“Plantex”).
WHEREAS:
Novacea and Plantex are parties to a certain
Supply Agreement dated December 27, 2001 (the “Original
Agreement”); and
Novacea and Plantex wish to amend the Original
Agreement as expressly set forth in this Amendment, leaving the
Original Agreement otherwise in full force and effect.
NOW, THEREFORE, Novacea and Plantex agree as follows:
1. Section 14.2 of the Original Agreement
is deleted in its entirety and the following text is substituted in
lieu thereof:
“This Agreement may be
terminated by PLANTEX on the giving of twelve (12) months
prior written notice in the event that either: (i) a phase 3
Clinical Trial of a Finished Product has not been initiated on or
before December 31, 2006 (or thereafter discontinued prior to
successful completion), or (ii) FDA approval of Finished
Product shall not have been obtained by Novacea, Inc. on or before
December 31, 2011.”
2. Section 17.1 of the Original Agreement
is deleted in its entirety and the following text is substituted in
lieu thereof:
“17.1 Successors and
Assigns . (a) The terms and provisions hereof shall
inure to the benefit of, and be binding upon, PLANTEX, Novacea,
Inc. and their respective successors and permitted assigns. Except
as set forth in subsection (b), below, neither Party may
as
