Exhibit 10.31.2
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| |  | | CONFIDENTIAL TREATMENT REQUESTED The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934 as amended. REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN ***. |
April 1, 2009
Nancy Wysenski
Chief Operating Officer
Endo Pharmaceuticals Inc.
100 Endo Boulevard
Chadds Ford, PA 19317
Dear Mrs. Wysenski:
Ventiv Commercial Services, LLC (“Ventiv”) and Endo Pharmaceuticals Inc. (“Client”) are parties to a Sales Representative Service Agreement dated effective as of April 1, 2008 (the “Agreement”). Terms used herein but not defined here shall have the meeting set forth in the Agreement. At Client’s request, Ventiv and Client have agreed to work together to negotiate an amendment to the Agreement ***.
In order to provide time to complete those negotiations, Ventiv and Client signed a letter dated January 29, 2009 shortening the required notice period for Client to terminate the Agreement. As contract negotiations are ongoing, this letter sets forth the mutual agreement of Ventiv and Client to continue to work in good faith on the negotiation and execution of the aforementioned amendment to the Agreement. Ventiv and Client further agree that if and only if they are unable to reach agreement on the terms of the amendment, Ventiv hereby provides Client with a one-time right to terminate the Agreement in its entirety by providing Ventiv with at least thirty (30) days prior written notice. As such, in the event Ventiv and Client are unable to reach agreement on the terms of the amendment, Section 11.2(b) of the Agreement shall be amended to provided that Client may terminate the Agreement by providing Ventiv with at least thirty (30) days prior written notice. For clarification purposes, upon execution of an amendment, the thirty (30) day termination right shall be null, void and of no further effect.
Nancy Wysenski
April 1, 2009
Page 2
If you are in agreement with the terms set forth above and desire to proceed on that basis, please have this letter signed in the space provided below on behalf of Client and return an executed copy no later than the close of business today.
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| VENTIV COMMERCIAL SERVICES, LLC |
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| By: | | /s/ Paul Mignon |
| Name: | | Paul Mignon |
| Title: | | Chief Operating Officer |
Agreed and Accepted as of the date first written above.
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| ENDO PHARMACEUTICALS INC. |
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| By: | | /s/ Nancy Wysenski |
| Name: | | Nancy Wysenski |
| Title: | | Chief Operating Officer |
