Maria Harris Counsel, Pharmaceuticals, Europe

Exhibit 10.60

 

		▇▇▇▇▇ ▇▇▇▇▇▇ Counsel, Pharmaceuticals, Europe

April 20, 2010

Norwich Pharmaceuticals, Inc.

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Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President

Dear ▇▇. ▇▇▇▇▇▇▇:

Reference is made to the Contract Manufacturing Services Agreement between Procter & ▇▇▇▇▇▇ Pharmaceuticals, Sarl (“PGP”) and Norwich Pharmaceuticals, Inc., dated January 30, 2006, as amended on July 11, 2006 (the “Agreement”). Capitalized terms used herein but not defined herein shall have the meaning assigned to such terms in the Agreement.

As you may be aware, in a transaction that closed on October 30, 2009 (the “Transaction”), The Procter & ▇▇▇▇▇▇ Company sold its global prescription pharmaceuticals business, including PGP, to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇”). As a result of the Transaction, PGP became a wholly-owned subsidiary of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. In connection with such Transaction, we will assign the Agreement to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Company, LLC, an Affiliate of PGP, effective May 1, 2010. As a result, on and after May 1, 2010, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Company, LLC will be the counterparty to the Agreement and PGP will no longer be a party to the Agreement (the “Assignment”).

The parties hereto acknowledge and agree that Agreement shall be amended as follows:

 

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All references to “Procter & ▇▇▇▇▇▇ Pharmaceuticals, Sarl” shall be replaced with references to “▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Company, LLC” and references to “P&G” shall be replaced with references to “▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇”,

 

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Section 3.12 of the Agreement is amended by deleting the text and replacing such text with the following:

““Product(s)” means the products listed on Schedule A and any other products agreed to in writing by the parties from time to time.”,

 

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Section 9 of the Agreement is amended by deleting the text and replacing such text with the following:

“9. FAILURE TO PERFORM: In the event ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ requests performance of Contract Manufacturing Services hereunder and NPI is unable or unwilling to perform said Contract Manufacturing Services for reason(s) within NPI Control, or should NPI consistently and continually fail to meet ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ quantity requirements, or NPI consistently fails to meet NPI’s Product Specifications, manufacturing standards, standards for quality assurance or release procedures, or should NPI fail to perform as described in Article 5.3 or

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Phone: (▇▇▇) ▇▇▇-▇▇▇▇        Fax: (▇▇▇) ▇▇▇-▇▇▇▇        ▇▇▇-▇▇▇-▇▇▇▇

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Article 6.8, or NPI experiences a significant quality systems failure including but not limited to receipt of an FDA warning letter or its Territory equivalent, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ has the unequivocal right, upon notice, to enter NPI’s Norwich Plant for the sole purpose of conducting an inspection and audit and NPI agrees to cooperate with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in this event by making NPI personnel available to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and its personnel. In addition, notwithstanding the provisions of Section 4.3, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be free to purchase all or any portion of its Product requirements from any available source, or to move production into another of NPI’s facilities or to an alternate contract manufacturer should NPI fail to perform or should ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ anticipate a failure to perform as evidenced by objective criteria and measures of performance for NPI required Contract Manufacturing Services hereunder. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will provide NPI with a 10 business days notice of such an anticipated failure to perform and the opportunity to avoid or correct in a manner acceptable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ such anticipated failure to perform.”

 

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Section 34 of the Agreement is amended by deleting the P&G Notice information and replacing such text with the following:

“▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Company, LLC

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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: General Counsel”

Except as specifically set forth herein, nothing contained herein is intended to, or shall be deemed to, alter, amend or modify any of the rights or obligations of the parties under the Agreement. This letter agreement shall be construed in accordance with and governed by the laws of the State of New York, without regard to the conflicts of laws rules thereof.

Please acknowledge the Assignment and your acceptance of, and agreement with, the terms of this letter agreement by executing this letter agreement in the spaces set forth below.

 

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Phone: (▇▇▇) ▇▇▇-▇▇▇▇        Fax: (▇▇▇) ▇▇▇-▇▇▇▇        ▇▇▇-▇▇▇-▇▇▇▇

 

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Acknowledged and Agreed:

Norwich Pharmaceuticals, Inc.

 

By:		/s/ Authorized Representative
		Name:
		Title:

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Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇

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Schedule A

 

95090001 58046417 95365063 98758655 98777035		Actonel 5 mg
95089953 58046411 95272350		Actonel 30 mg
95090003 95010514 95365211		Actonel 35 mg
95053234 98575582		Actonel 150 mg
95912056		Actonel 75 mg
95945042		Asacol UK 800mg printed
98578979		Libertas 35 mg
80077003		Actonel 30mg 30’s Canada Trade
15893454		Didronel 200 mg Gran Export
15857838		Didronel 400 mg Gran Export
15823051		Didronel 400 mg Gran
15121219		Full Service Bulk Calcium sold to Europe

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Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇