EXHIBIT 10.25
SECOND AMENDMENT TO SUPPLY
AGREEMENT
THIS SECOND AMENDMENT TO SUPPLY
AGREEMENT (the
“Amendment”) is dated as of March 21, 2006, by and
between Novacea, Inc., a Delaware corporation previously known as
D-NOVO Therapeutics, Inc. (“Novacea”) and Plantex USA,
Inc., a New Jersey corporation (“Plantex”).
WHEREAS:
Novacea and Plantex are parties to a certain
Supply Agreement dated December 27, 2001, as amended on
January 24, 2006 (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 5.1 of the Original Agreement is
deleted in its entirely and the following text is substituted in
lieu thereof:
5.1 Novacea Purchases .
(i) Novacea covenants and agrees for and on behalf of itself,
its Affiliates and their respective licensees and contract
manufacturing vendors, if any, that each of them shall purchase
from Plantex or its designated Affiliates at least [*] percent
([*]%) of its annual requirements of API used by it in connection
with its manufacture, sale and distribution of Finished Products
within the Territory; provided, however, that Novacea together with
any Affiliate of Novacea, and any licensee or contract
manufacturing vendor of Novacea or any Affiliate of Novacea, shall
not in any calendar year purchase from any source other than
Plantex or its designated Affiliates more than an aggregate amount
of [*] grams of API for use by any of them in connection with the
manufacture, sale or distribution of Finished Products within the
Territory. Any license or contract manufacturing agreement for the
benefit of Novacea or any Affiliate of Novacea thereof shall
contain a provision requiring such licensee or contract
manufacturer to purchase from Plantex or its designated Affiliate
not less than [*] percent ([*]%) of such party’s annual
requirements of API for use in connection with the manufacture,
sale or distribution of Finished Product in the Territory upon the
terms and conditions applicable to purchases hereunder by Novacea,
and barring such party from purchasing from any source other than
Plantex or its designated Affiliate any amount of API that would
result in an aggregate purchase of more than [*] grams of API in
any calendar year for use by Novacea, its Affiliates and their
respective licensees and contract manufacturers in connection with
the manufacture, sale or distribution of Finished Product in the
Territory. Any such license or contract manufacturing agreement
shall make specific reference to this Agreement and state with
affirmative language that Plantex shall have the rights of a third
party beneficiary with respect to such agreement.
[*] Certain information on this page has been
omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect
to the omitted portions.
(ii) Novacea covenants that, to the
extent that Novacea or its Affiliates or licensees or contract
manufacturers elect to purchase from a source other than Plantex or
its designated Affiliates any API for use in connection with its
manufacture, sale and distribution of Finished Products within the
Territory, Novacea shall treat as confidential and not disclose to
such source any Plantex Confidential Information (as defined in
Section 16.1, below) including, without limitation,
Plantex’s product manufacturing procedures, levels of
impurities, certified analytical standards and analytical methods,
and shall cause its Affiliates, licensees and contract
manufacturers to comply with this covenant.
(iii) Within sixty (60) days
after the last day of each calendar year commencing the calendar
year of first commercial sale of Finished Product in the United
States, Novacea shall certify to Plantex in writing that:
(i) neither Novacea nor any Affiliate or licensee or contract
manufacturing vendor of Novacea or its Affiliates has in such
calendar year purchased from any source other than Plantex or its
designated Affiliates API for use in connection with the
manufacture, sale or distribution of Finished
