Third Amendment to Product Agreement, dated December 11, 2017, by and between the Registrant and Patheon Pharmaceuticals Inc
Exhibit 10.20
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [ *** ], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
Third Amendment to Product Agreement
between Patheon Pharmaceuticals Inc. and ACADIA Pharmaceuticals Inc.
This Third Amendment to Product Agreement (this “Amendment”), dated December 11, 2017 (the “Amendment Date”), is made by and between Patheon Pharmaceuticals Inc. (“Patheon”) and ACADIA Pharmaceuticals Inc. (“ACADIA”).
WHEREAS, Patheon and ACADIA have entered into that certain Master Manufacturing Services Agreement, dated August 3, 2015 (the “MSA”) and that certain Product Agreement under the MSA, dated August 3, 2015, as amended on April 25, 2016 and October 6, 2016 (the “Product Agreement”); and
WHEREAS, Patheon and ACADIA now wish to amend Schedules A, B, C, and D to the Product Agreement to add Nuplazid 10 mg tablets as a Product as set forth in this Amendment. All capitalized terms used but not defined in this Amendment will have the respective meanings set forth in the MSA or Product Agreement, as applicable.
NOW THEREFORE in consideration of the premises hereof and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties agree as follows:
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[signature page to follow]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their authorized representatives, effective as of the Amendment Date.
Patheon Pharmaceuticals Inc. ACADIA Pharmaceuticals Inc.
By: /s/ Amanda Bosse By: /s/ James Nash
Name: Amanda Bosse Name: James Nash
Title: VP and GM Cincinnati Regional Ops Title: SVP, Technology Development &
Operations
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Exhibit 1
SCHEDULE B
MINIMUM ORDER QUANTITY, ANNUAL VOLUME AND PRICE
(Pimavanserin Tablets 10mg Strength)
Annual Volume Forecast
[ *** ]
Pricing Tables
Pricing includes the cost of labor, overhead, raw materials, packaging components and QC testing and such additional items noted as being included in the price as described below. For clarity, both commercial and validation batches of Pimavanserin Tablets 10mg Strength are subject to this Product Agreement as described below.
[ *** ]
Costs Included in Unit Price
[ *** ]
Costs Not Included in Unit Price
[ *** ]
Key Technical Assumptions
The following technical parameters apply to the production of Pimavanserin Tablets 10mg Strength and the materials used therein. [ *** ]
Manufacturing Assumptions
[ *** ]
Packaging Assumptions
[ *** ]
Testing Assumptions
[ *** ]
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Supply Chain Assumptions
[ *** ]
For clarity, the foregoing shall not amend the Pricing provisions of the MSA that are applicable to all Products and Product Agreements as set forth in the MSA.
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Exhibit 2
SCHEDULE C
ANNUAL STABLITY TESTING
(Pimavanserin Tablets 10mg Strength)
ACTIVITY PRICE
[ *** ]
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