Third
Amendment to
Drug Product Production
and Clinical Supply Agreement
This Third Amendment (the
“Third Amendment” ) is entered into and
effective as of November 25, 2008 (the “Third
Amendment Date” ) by and between Altus Pharmaceuticals Inc. , a
Delaware corporation ( “Altus” ), and
Althea Technologies,
Inc. , a Delaware corporation (
“Althea” ).
Whereas , Altus and Althea are
parties to that certain Drug Product Production and Clinical Supply
Agreement dated August 15, 2006 (the “Original
Agreement” ), as amended by that certain First
Amendment dated June 25, 2007 and that certain Second
Amendment dated March 12, 2008 (collectively, the
“Agreement” ). Capitalized terms used but
not otherwise defined herein shall have the meanings provided in
the Agreement;
Whereas, Altus desires that
Althea perform, and Althea is willing to perform, certain
development and production services relating to the Drug Product
that are in addition to the activities contemplated by
Schedule 1 to the Agreement; and
Whereas , the Parties desire
to amend the Agreement in order to provide for the performance of
such additional services by Althea and to set forth the
compensation to be paid by Altus for such additional services, on
the terms and subject to the conditions of the Agreement, as
amended by this Third Amendment.
Now, Therefore, in
consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as
follows:
1.
Additional Schedule. A
new Schedule 1A is hereby added to, and incorporated by
reference in, the Agreement. Schedule 1A shall read in its
entirety as set forth in Exhibit A to this Third
Amendment (the “Additional Schedule” ).
For purposes of clarification, the activities specified in the
Additional Schedule are in addition to those contemplated by the
Agreement as it exists immediately prior to the Third Amendment
Date, and the Additional Schedule is not intended to amend or
replace, and shall not be construed as amending or replacing,
Schedule 1 to the Agreement. Althea and Altus hereby agree to
perform their respective obligations under the Additional Schedule
in accordance with, and subject to, the terms and conditions of the
Agreement, as amended by this Third Amendment. The Parties agree
that performance of the activities set forth in the Additional
Schedule and substantial compliance with the timelines by the
Parties in the Additional Schedule are material obligations of the
Parties under th
