SECOND AMENDMENT TO SUPPLY AND DISTRIBUTION AGREEMENT

Exhibit 10.8



SECOND AMENDMENT TO

SUPPLY AND DISTRIBUTION AGREEMENT



This Second Amendment modifies the Supply and Distribution Agreement by and between Kadmon Pharmaceuticals, LLC, a Pennsylvania Limited Liability Company (“KADMON”), with its principal place of business at 119 Commonwealth Drive, Warrendale, PA 15086 and Camber Pharmaceuticals, Inc., a Delaware company (“CAMBER”), with its principal place of business at 1031 Centennial Avenue, Piscataway, NJ 08854, effective as of February 23, 2016 and amended on May 20, 2016 (collectively, the “Agreement”).  Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. 



RECITALS



WHEREAS, KADMON and CAMBER previously entered into the Agreement for the purposes of marketing, selling and distributing the Products in the Territory;

WHEREAS, CAMBER has Regulatory Approval to manufacture, sell, and distribute the Products identified in the revised Product Appendix attached hereto, and has, either directly or through its Affiliates, the capability to manufacture the Products;

WHEREAS, KADMON wishes to obtain commercial supplies of the Products identified in the revised Product Appendix attached hereto from CAMBER for distribution by KADMON in the Territory; and

WHEREAS,  CAMBER desires to appoint KADMON, and KADMON desires to accept such appointment by CAMBER, as a Distributor for the purposes of marketing, selling and distributing the Products identified in the revised Product Appendix attached hereto in the Territory, subject to the terms and conditions of the Agreement.

NOW, THEREFORE, in consideration of the representations, warranties and covenants set forth herein, the Parties agree to amend the Agreement as follows:









[signature page to follow]

IN WITNESS WHEREOF, the parties hereto have each caused this Amendment to be executed by their duly authorized officers.





Exhibit A: Product Appendix





Exhibit D: Pricing