AMENDMENT NO. 1 TO MANUFACTURING AGREEMENT
This AMENDMENT NO. 1 dated as of November 2, 2005 (this “ Amendment ”) amends that certain Manufacturing
Agreement dated as of November 9, 2004 (the “ Manufacturing Agreement ”) by and between ViroPharma Incorporated, a
corporation organized and existing under the laws of the State of Delaware (“ ViroPharma ”), and Eli Lilly and Company, a
corporation organized and existing under the laws of the State of Indiana (“ Lilly ”).
WHEREAS, ViroPharma and Lilly are all the parties to the Manufacturing Agreement; and
WHEREAS, in accordance with the provisions of Section 12.6 of the Manufacturing Agreement, the parties desire to
amend the Manufacturing Agreement in the manner set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained herein and in the
Manufacturing Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, ViroPharma and Lilly hereby agree as follows:
1. Definitions . All capitalized terms used in this Amendment but not otherwise defined herein shall have the meanings
assigned to them in the Manufacturing Agreement.
2. Existing Marketed Product Pipeline; Additional Manufacturing for Q405 .
a. The Parties acknowledge that Lilly has agreed to manufacture for ViroPharma a total of [***] Lots of the Marketed
Product during the second half of calendar year 2005 (the “ Pipeline Lots ”). All of the Pipeline Lots have already been
delivered by Lilly to ViroPharma except [***], which Lilly represents and warrants are scheduled for delivery to ViroPharma
by [***] in accordance with the Manufacturing Agreement. The term “ Lot ” means approximately [***] 20-count blister
packages of the 250 mg presentation and approximately [***] 20-count blister packages of the 125 mg presentation of the
b. Notwithstanding any provision to the contrary in the Manuf