PROSPECTUS SUMMARY

EX-10.14 17 f94960orexv10w14.txt EXHIBIT 10.14 EXHIBIT 10.14 FIRST AMENDMENT TO SUPPLY AGREEMENT THIS FIRST AMENDMENT TO THE SUPPLY AGREEMENT (the "AMENDMENT") is entered into as of December 10, 2003 (the "AMENDMENT EFFECTIVE DATE"), between PENINSULA PHARMACEUTICALS, INC., a Delaware corporation with a principal place of business at 1701 Harbor Bay Parkway, Alameda, CA 94502 USA ("PENINSULA"), and SHIONOGI & CO., LTD., a Japanese corporation with a principal place of business at 1-8 Doshomachi 3-chome, Chuo-ku, Osaka ###-###-####, Japan ("SHIONOGI"). Shionogi and Peninsula may be referred to individually as a "PARTY", and collectively as the "PARTIES". RECITALS WHEREAS, Peninsula and Shionogi have entered into a License Agreement dated July 11, 2002, as amended by Memorandums concerning the License Agreement effective September 30, 2002 and March 17, 2003, respectively, and the First Amendment to License Agreement dated July 16, 2003, (collectively, the "LICENSE AGREEMENT"), pursuant to which Shionogi has granted to Peninsula exclusive rights to develop and commercialize Licensed Products in the Territory; WHEREAS, under the Second Amendment to License Agreement of even date herewith (the "SECOND AMENDMENT"), the Parties amended the License Agreement to expand the territory in which Peninsula has rights to develop and commercialize Licensed Products; and WHEREAS, the Parties desire to amend the Supply Agreement entered into by the Parties on July 16, 2003 (the "SUPPLY AGREEMENT") to conform the definition of the territory in the Supply Agreement to the expanded definition of territory contained in the Second Amendment. NOW, THEREFORE, Peninsula and Shionogi hereby agree that the Supply Agreement shall be amended, effective as of the Amendment Effective Date, as provided below: 1. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the License Agreement. 2. Section 1.29 of the Supply Agreement shall be deleted in its entirety and replaced with the following new Section 1.29: "TERRITORY" shall mean the United States of America, Puerto Rico, Canada, Mexico, and all countries, territories, jurisdictions and possessions located in Europe and South America as set forth in Exhibit C. 3. The Supply Agreement shall be amended to include Exhibit C, which is attached to this Amendment. 4. Except as amended hereby, the Supply Agreement shall remain in full force and effect. 1. 5. This Amendment may be executed in one or more counterparts, each of which shall be an original, and all of which shall constitute together the same document. IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed effective as of the Amendment Effective Date: SHIONOGI & CO., LTD. PENINSULA PHARMACEUTICALS, INC. By: /s/ Masaharu Mori By: /s/ Paul F. Truex ----------------------------------- ------------------------------- Name: Masaharu Mori Name: Paul F. Truex Title: General Manager Title: President & Chief Executive Officer International Business Division 2. EXHIBIT C EUROPE Albania Liechtenstein Andorra Luxembourg Armenia Lithuania Austria Macedonia Azerbaijan Malta Belarus Moldova Belgium Monaco Bosnia/Herzegovina Netherlands Bulgaria Norway Croatia Poland Cyprus Portugal Czech Republic Romania Denmark Russian Federation Estonia San Marino Finland Serbia/Montenegro France Slovakia Georgia Slovenia Germany Spain Greece Sweden Hungary Switzerland Iceland Turkey Ireland U.K. Italy Ukraine Latvia Vatican City SOUTH AMERICA Argentina Galapagos Islands Bolivia Guyana Brazil Paraguay Chile Peru Colombia Suriname Ecuador Uruguay Falkland Islands Venezuela French Guiana 3.