FIRST AMENDMENT TO NON-INJECTABLE DEXMEDETOMIDINE LICENSE AGREEMENT OF AUGUST 22, 2008

Exhibit 10.9

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FIRST AMENDMENT TO NON-INJECTABLE

DEXMEDETOMIDINE LICENSE AGREEMENT OF AUGUST 22, 2008

This amendment agreement (hereinafter referred to as the “Amendment”) is made and executed as of this 17th day of January, 2009 by and between:

Recro Pharma, Inc., a Pennsylvania corporation (“Licensee” or “Recro”); and

Orion Corporation, a company incorporated under the laws of Finland (“Orion”).

Recro and Orion may each be referred to in this Amendment individually as a “Party” and collectively as the “Parties”.

Unless otherwise agreed herein or evident from the applicable context, all capitalized terms used herein shall be given the same meaning and interpretation as given to them in the Agreement.

BACKGROUND

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. AMENDMENTS TO THE AGREEMENT

The Parties hereby agree on the following amendments to the Agreement:

“Recro Territory” means the United States, Canada, Japan and all other countries and territories worldwide, and their respective territories, commonwealths and possessions, other than the countries of the Orion Territory.

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Licensee shall pay to Orion non-refundable milestone payments specified below no later than forty-five days (45) after the following events have occurred (it being understood that for the purpose of the table below, “annual” Net Sales shall refer to Net Sales in Japan during a calendar year). Licensee will only pay each of the commercialization milestones listed below once.

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For the avoidance of doubt it is expressly stated that the remaining part of Section 4.1. (including the references marked with asterisks (*) and (**)) shall apply also to Japan.

Upon Licensee’s written request thereof, Orion or its Affiliates shall, to the extent they are entitled and authorized under applicable agreements with Third Parties, use its reasonable efforts to file with the relevant Japanese Regulatory Authority all of the authorization letters, documents and information required by such Regulatory Authority to enable Licensee, its Affiliates and Sublicensees to reference to all Regulatory Filings related to Dexmedetomidine, Dexmedetomidine Products or Dexmedetomidine API, including without limitation the closed part of the DMF for Dexmedetomidine API, all as strictly necessary for the purpose of the research, Development, manufacturing and/or Commercialization of Recro Products in or for Japan in accordance with the Agreement or for the consummation of the transactions as contemplated by the Agreement.

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Japan. Licensee shall use commercially reasonable efforts to timely Develop, seek Regulatory Approval for and Commercialize the Recro Products for Japan, all at Licensee’s sole expense, provided it remains part of the Recro Territory. Without limiting the generality of the foregoing, Licensee agrees to perform activities related to the Development and Commercialization as described in Appendix 1 to the Amendment.

2. APPENDIX

Appendix 1: Development and Commercialization Activities for Japan

The Appendix 1 is incorporated by reference into and made a part of this Amendment and, consequently, the Agreement.

3. EFFECTIVE DATE OF THE AMENDMENTS

4. OTHER PROVISIONS

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IN WITNESS WHEREOF, the Parties, through their authorized representatives, have executed two (2) identical counterparts of this Amendment.

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Appendix 1

Development and Commercialization

[* * *]

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This Schedule shall be attached as Appendix 1 to that certain Amendment 1 to the License Agreement between Orion Corporation and Recro Pharma, Inc. dated as of August 22, 2008 and is incorporated by reference into and made a part of such Agreement.