EXHIBIT 10.8C
EXECUTION COPY
ADDENDUM TO THE
MANUFACTURING SERVICES AGREEMENT
THIS ADDENDUM (" Addendum" ) to that certain Manufacturing Services Agreement (the " Agreement" ) dated December 20, 2002 by and between Cambrex Bio Science Baltimore, Inc. (" CBSB" ) and Tercica Medica, Inc., as amended by that certain Amendment No. 1 dated November 10, 2006 by and between CBSB and Tercica, Inc. (f/k/a Tercica Medica, Inc.) (" Tercica" ), is entered into by and between Tercica and Lonza Baltimore, Inc. (" Lonza" ) and is effective as of May 11, 2007 (the " Addendum Effective Date" ). Defined terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
WHEREAS, Lonza is the successor in interest to CBSB (each of Lonza and Tercica sometimes hereinafter referred to as a " Parties" and, collectively, the " Parties" ); and WHEREAS, the Parties desire to execute this Addendum to the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Addendum, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Additional 2007 Campaigns.
(a) The Parties agree that [ * ] additional Batches of Drug Substance shall be manufactured by Lonza at its facility located at 5901 East Lombard Street, Baltimore, Maryland 21224; provided, however that upon the placement by Tercica and acceptance by Lonza of any order for a Batch, such order shall become binding upon the Parties (the " 2007 Additional Batches" ). For purposes of clarity, the 2007 Additional Batches are in addition to the current Firm Order for [ * ] Batches for delivery in 2007 (the " 2007 Batches" ). Should Tercica fail to take any of the 2007 Additional Batches, Tercica shall remain obligated to pay for such of the 2007 Additional Batch(es) at the Batch Price (as defined below) as if it accepted delivery of same. Notwithstanding the foregoing, the [ * ] Batches (comprising the 2007 Batches and the 2007 Additional Batches) may be reduced by the number of non-conforming Batch(es), subject to a maximum of [ * ] non-conforming Batches.
(b) The Parties agree that at any time prior to September 30, 2007, Tercica may place an order for Batches of Drug Sub ...
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