Exhibit (d)(3)
FIRST AMENDMENT
TO
NON-DISCLOSURE AGREEMENT
THIS FIRST AMENDMENT to the Non-Disclosure Agreement(“Amendment”)is effective as of JULY 16, 2013, by and betweenAVANIR PHARMACEUTICALS, INC.(“Avanir”)andOTSUKA PHARMACEUTICAL CO. LTD.(“Company”).Hereafter, each of Avanir and Company may also be referred to as a“party”and sometimes collectively referred to as the“parties”.
RECITALS
| A. | Avanir and Company entered into a Mutual Non-Disclosure Agreement effective onMAY 13, 2013 and terminatingMay 12, 2015 (the “NDA”); and |
| B. | Avanir and Company desire to amend the Purpose of the NDA. |
NOW, THEREFORE, the parties mutually agree to amend the NDA as follows and deemed to be effective as of May 13, 2013:
| 1. | Paragraph 1 of the NDA is hereby amended as follows: |
This Agreement is made to define the terms and conditions under which any confidential information will be protected by and disclosed between the parties during the term of this Agreement, for thesole purposeof evaluating a global research and development, and commercial partnership, for NUEDEXTA and/or compound AVP-786 and/or compound AVP-783 (the“Purpose”).
| 2. | Except as expressly provided in this Amendment, all other terms, conditions and provisions of the NDA shall apply and remain in full force and effect. |
IN WITNESS WHEREOF, the parties have executed this Amendment by persons duly authorized to bind them.
ACKNOWLEDGED AND AGREED BY:
| AVANIR PHARMACEUTICALS, INC. | OTSUKA PHARMACEUTICAL CO. LTD. | |||||||
| By: | /s/ Gregory J. Flesher | By: | /s/ Tetsuya Tachikawa | |||||
| Name: | Gregory J. Flesher | Name: | Tetsuya Tachikawa | |||||
| Title: | SVP, Chief Business Officer | Title: | Senior Operating Officer | |||||
| Date: | July , 2013 | Date: | July , 2013 | |||||
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