FIRST AMENDMENT TO
DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
This Amendment to Development and Commercialization Agreement (this " Amendment ") is made and
entered into this Fourteenth day of December, 2004 (the " Effective Date "), by and between Advancis
Pharmaceutical Corporation, a Delaware corporation (" Advancis "), and Par Pharmaceutical, Inc., a Delaware
corporation (" Par ").
WHEREAS, Advancis and Par are parties to that certain Development and Commercialization
Agreement dated May 28, 2004 (the " Development and Commercialization Agreement "); and
WHEREAS, Advancis and Par wish to modify the Development and Commercialization Agreement so
that the development and commercialization of an amoxicillin-only product for the pediatric population targeting
acute otitis media will be replaced by the development and commercialization of an amoxicillin clavulanic acid
product for such indication, in accordance with the terms of this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this
Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Advancis and Par agree as follows:
Definitions; Format . All capitalized terms not otherwise defined in this Amendment shall have the
definitions ascribed to such terms in the Development and Commercialization Agreement. Where a textual
passage is amended in part only, new language will be shown double underlined , deleted language will be shown
in strikeout , and language that is unmodified will be shown as an ellipsis ("…"). Double underlining, deleted
language and ellipses are for convenience only and are not part of the Development and Commercialization
Agreement, as amended.
Development Plan . Pursuant to Section 4.1 of the Development and Commercialization
Agreement, the Development Plan had been agreed to by the Parties by letter dated June 2, 2004. The Parties
agree to work together in good faith to mutually agr