Exhibit 10.1
AMENDMENT TO THE
DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT
BETWEEN
WYETH, ACTING THROUGH ITS WYETH CONSUMER HEALTHCARE DIVISION,
AND
IMPAX LABORATORIES, INC.
This Amendment, effective as of February 14, 2005 (the "Effective
Date"), to the Development, License and Supply Agreement, dated as of June 1,
2002 and amended by letters dated November 19, 2002, April 23, 2003 and May 15,
2003 and amendment dated July 9, 2004, for Loratadine/Pseudoephedrine
Combination Tablets (the "Agreement") is entered into by and between Wyeth,
acting through its Wyeth Consumer Healthcare Division (hereinafter called
"WCH"), and Impax Laboratories, Inc. (hereinafter called "IMPAX").
PURPOSE
WHEREAS, under the Agreement, IMPAX has agreed to supply WCH with D-24
Product (as defined in the Agreement);
WHEREAS, IMPAX and WCH wish to terminate the Agreement with respect to
the D-24 Product only, all in accordance with the terms and subject to the
conditions set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants contained herein and intending to be legally bound hereby, the
parties hereby agree as follows:
1. Unless otherwise expressly defined herein, all capitalized terms
used herein shall have the same meaning as defined in the Agreement.
2. The Parties hereby agree that as of the Effective Date the
Agreement shall be terminated with respect to the D-24 Product only. All
references to the D-24 Product and any provisions of the Agreement which relate
solely to the D-24 Product shall be deemed removed from the Agreement. Such
termination shall not give rise to the payment of any penalty, damages or
indemnification by either Party to the other Party and WCH shall have no further
rights or obligations with respect to the D-24 Product, including, without
limitation, any right or license to use any of IMPAX Confidential Information
with respect to the D-24 Product. In full satisfaction of any and all
obligations (past, present or future) that WCH has or may have with respect to
the D-24 Product under the Agreement or otherwise, WCH agrees to pay IMPAX
within thirty (30) days after the Effective Date, and IMPAX agrees to accept,
the sum of Three Hundred Thousand Dollars ($300,000). In consideration of IMPAX
executing this Amendment and agreeing to the terms herein, WCH agrees that IMPAX
does not have any further
obligations to WCH (past, present or future) with respect to the D-24 Product
under the Agreement. Nothing contained herein shall relieve either Party from
its obligations to maintain confidentiality under the Agreement.
3. All other terms and conditions of the Agreement are hereby
confirmed and shall remain in full force and effect. In the event of any
conflict with the provisions of this Amendment and any of the provisions of the
Agreement, the provisions of this Amendment shall control.
IN WITNESS WHEREOF, the undersigned have executed this Amendment.
WYETH, acting through its Wyeth
Consumer Healthcare Division
By: /s/ Illegible
------------------------------
Name:
Title:
IMPAX LABORATORIES, INC.
By: /s/ David S. Doll
------------------------------
Name: David S. Doll
Title: Sr. Vice President,
Sales and Marketing
-2-