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EXHIBIT 10.90
AMENDMENT NO. 1 TO TERMINATION AGREEMENT
This Amendment No. 1 to the Termination Agreement (this "AMENDMENT
NO.
1"), is dated as of January 17, 2005, by
and among Andrx Laboratories (NJ),
Inc., a Delaware corporation as the owner
of all the assets and liabilities of
the company formerly known as Andrx Labs,
Inc., Andrx Pharmaceuticals, Inc., a
Florida corporation, and Anda, Inc., a
Florida corporation, each of which is a
subsidiary of Andrx Corporation ("ANDRX"),
and Sandoz Inc. (f.k.a. Geneva
Pharmaceuticals, Inc.), a Colorado
corporation ("SANDOZ"). Andrx and Sandoz are
sometimes referred to collectively herein
as the "PARTIES" or singly as a
"PARTY".
WHEREAS, the Parties entered into a Termination Agreement as of
October
24, 2001 (the "TERMINATION AGREEMENT"), in
termination of a Product
Distribution, Development and Licensing
Agreement which had been executed as of
May 1, 1999 (the "LICENSING AGREEMENT"), in
order to terminate the Licensing
Agreement and allocate the rights and
responsibilities of the parties
post-termination; and
WHEREAS, the Parties desire to amend the Termination Agreement
to
clarify certain issues.
NOW, THEREFORE, it is hereby agreed as follows:
1. The first sentence of paragraph 2 of Section 2B. of the
Termination
Agreement is hereby deleted in its entirety
and replaced with the following:
"In addition to the payments set forth on Exhibit A-1, Andrx
shall pay to Sandoz the Andrx Payments in
accordance with the schedule attached
hereto as Amendment No. 1 to Exhibit
A-2."
2. Exhibit A-2, shall be deleted and replaced in its entirety with
the
Amendment No. 1 to Exhibit A-2 attached
hereto, which Amendment No. 1 to Exhibit
A-2 shall be effective as of the first
Commercial Sale by Andrx of the Metformin
extended-release product known as
Fortamet(TM)in the United States.
3. All capitalized terms used and not otherwise defined in this
Amendment No. 1 shall have the meanings as
set forth in the Agreement.
4. This Amendment No. 1 may be executed in two or more
counterparts,
each of which shall be deemed an original,
but all of which together shall
constitute one and the same instrument.
Signatures to this Amendment No. 1 may
be transmitted via facsimile and such
signatures shall be deemed to be
originals.
[SIGNATURE PAGE FOLLOWS]
1
Filed under application for confidential
treatment.
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IN WITNESS WHEREOF, the Parties hereto have caused this Amendment
No. 1
to the Termination Agreement to be duly
executed by their respective authorized
officers as of the day and year first above
written.
ANDRX LABORATORIES (NJ), INC.
AN
