DURECT SUPPLY AGREEMENT
This Supply Agreement is made and entered into on and as of October 1st, 2000, by and between the
Pharmaceutical Group division of Mallinckrodt Inc. ("Mallinckrodt") and DURECT Corporation ("DURECT").
WHEREAS, DURECT has need of a certain narcotic compound known as Sufentanil Base (hereinafter
"Product") and is desirous of having Product manufactured by
Mallinckrodt and of purchasing a substantial portion of its needs for Product from Mallinckrodt, on the conditions
set forth herein; and
WHEREAS, Mallinckrodt is capable and desirous of undertaking the supply of Product for DURECT in
accordance with the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the promises, covenants and representations of the parties set forth
herein, and other good and sufficient consideration receipt of which is hereby acknowledged, DURECT and
Mallinckrodt agree as follows:
1. Supply of Product.
(a) For the consideration provided herein and in accordance with all terms, conditions, representations and
warranties set forth herein, and for the term hereof, subject to the terms and conditions of this Agreement,
Mallinckrodt will provide DURECT with such amounts of Product as DURECT shall request from time to time.
Subject to Sections 5(a) and 7(d), DURECT, for its part, agrees that it will purchase at least [* * *] of its
requirements for Product from Mallinckrodt hereunder during every Contract Year during the term hereof. For
purposes of the immediately preceding sentence, "Contract Year" shall mean and refer to each consecutive
twelve (12) month period during the term hereof beginning with the twelve month period commencing on October
1st, 2000 and ending on September 30th, 2001. All
* Material has been omitted pursuant to a request for confidential treatment, and such material has been filed
separately with the SEC.
Product supplied hereunder shall be manufactured by Mallinckrodt strictly in accordance with current Good