A. | DUOJECT and REVANCE are parties to that certain Development, Manufacturing and Supply Agreement entered into as of April 30, 2010 (the “Agreement”). All capitalized terms not otherwise defined in this First Amendment shall have the meaning ascribed thereto in the Agreement. |
B. | The parties desire to amend the Agreement as set forth herein. |
1. | Modification to the Agreement: Section 3.1.1 of the Agreement is hereby deleted and replaced with the following: |
3.1.1 | Should the RAA not be commercially available by [*] and should REVANCE elect to continue the Agreement, then REVANCE shall accompany the notice to that effect with a payment of [*] Dollars ($[*]) USD. Should the RAA not be commercially available by [*] and should REVANCE elect to continue the Agreement, then REVANCE shall accompany the notice to that effect with a payment of [*] Dollars ($[*]) USD. Should the RAA not be commercially available by [*] and should REVANCE elect to continue the Agreement, then REVANCE shall accompany the notice to that effect with a payment of [*] Dollars ($[*]) USD. Should the RAA not be commercially available by [*] and should REVANCE elect to continue the Agreement, then REVANCE shall accompany the notice to that effect with a payment of [*] Dollars ($[*]) USD. For each subsequent year thereafter, if the RAA is not yet commercially available, the same election process shall apply but during each such year, REVANCE will instead be required to purchase the minimum RAA units set forth in Section 6.7 to maintain this Agreement in effect for the corresponding year (e.g., as of [*], the quantity of [*] ([*]) RAA units for the Fifth Year will |
2. | Miscellaneous: Except to the extent expressly modified by this First Amendment, the Agreement is ratified and remains in full force and effect. To the extent of any inconsistency between this First Amendment and the Agreement, the terms and conditions of this First Amendment shall control. This First Amendment may be executed in multiple counterparts, all of which, taken together, shall constitute one document. This First Amendment shall be deemed effective against a party upon receipt by the other party (or its counsel) of a counterpart executed by facsimile or pdf sent via electronic mail. |
DUOJECT MEDICAL SYSTEMS INC. | REVANCE THERAPEUTICS, INC. |
/s/ David L. Reynolds | /s/ L. Daniel Browne |
Per: David L. Reynolds, President | Per: L. Daniel Browne, President & Chief Executive Officer |
Date: May 8, 2015 | Date: May 12, 2015 |