This First Amendment to the Development and Supply Agreement ("Amendment") is made and effective as of May14, 2014 ("Amendment Effective Date"), by and between Hospira Worldwide, Inc., ("Hospira") and NPS Pharmaceuticals, Inc. ("NPS").

WHEREAS, Hospira and NPS are parties to that certain Development and Supply Agreement dated as of March 25, 2009 (the "Agreement"); and

WHEREAS, in accordance with Section 12.8 of the Agreement, the parties desire to amend the Agreement under the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree that the Agreement is amended as follows:

1.   Incorporation of the Agreement. The Agreement is incorporated herein by this reference as though the same was set forth in its entirety. Except as specifically set forth herein, the Agreement shall remain in full force and effect and its provisions shall be binding on the parties hereto.

2.   Definitions; References. Certain defined terms are added to the Agreement as indicated below. Otherwise, all capitalized terms which are not defined herein shall have the same meanings as set forth in the Agreement. References to numbered sections and exhibits cited herein refer to specific sections of, and exhibits to, the Agreement, as amended.

1. Section 1.10 is hereby amended to read as follows:

"1.10. "Product" or "Products" shall mean the Drug in final dosage form, for adult or pediatric indications, packaged in standard flip top vials, meeting the Product Specifications. The terms "Adult Product" and "Pediatric Product" shall refer to the Products having the respective dosage forms referred to herein."

2. Section 1.16 is hereby amended to read as follows:

"1.16 "Territory" shall mean those countries or geographic areas of the world where Company intends to register, import, market, promote, sell and use the Products."

3. A new defined term is added as Section 1.18, "United States" as follows:

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"1.18. "United States means the United States of America, including the District of Columbia, the Commonwealth of Puerto Rico, all territories and possessions of the United States of America, United States military bases, and any other location over which the FDA has jurisdiction to regulate medicinal products intended for human use."

3.   Section 3.2 is hereby amended as follows:

1. The language of Section 3.2 is hereby designated as sub-section (a).
2. The following sub-section (b) is hereby added to Section 3.2:

"(b) Company shall notify Hospira promptly in the event that it desires to qualify Hospira as a manufacturer of the Products for sale in any country of the Territory [***]. For the avoidance of doubt, "sale" shall include providing the Products pursuant to the approved by the applicable regulatory authority special access program which may be also known as "compassionate use," "expanded access" or "named patient supply" program. Where practical, Hospira shall provide Company with all reasonable additional technical, developmental and regulatory support, including, for example, regulatory support for Company's supplemental regulatory filings, packaging and product development, labeling, and Regulatory Authority inspections. The parties will agree to the reasonable incremental costs of such additional support in accordance with Section 4.1. In addition, Company shall reimburse Hospira for its costs incurred for any additional Regulatory Authority pre-approval inspections of the [***] Site at the rate quoted in Section 7.3."

4.   A new Section 3.3 is added as follows, with existing Section 3.3 being re-designated as Section 3.4:

5.   Section 5.5 is hereby amended by deleting the existing section in its entirety and replacing it with the following new language:

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6.   Section 5.7 is hereby amended by deleting the section in its entirety and replacing it with the following new language:

7.   Section 5.8(a) is hereby amended by deleting the sub-section in its entirety and replacing it with the following new sub-section (a):

8.   Article 6 is hereby amended by deleting Sections 6.5 through Section 6.10 in their entirety and replacing them with the following:

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9.   Section 8.6 is hereby amended by deleting the existing section in its entirety and replacing it with the following:

10.   Exhibit 1.9 is hereby amended by deleting the current exhibit in its entirety and replacing it with a new Exhibit 5.8 in the form attached hereto as Annex 1.

11.   Exhibit 2.1 is hereby amended by adding a supplemental Exhibit 2.1(a) (Statement of Work No. 2) for the development of the Pediatric Product. Exhibit 2.1(a) shall be substantially in the form attached hereto as Annex 2.

12.   Exhibit 5.8 is hereby amended by deleting the current exhibit in its entirety and replacing it with a new Exhibit 5.8 in the form attached hereto as Annex 3.

13.   This Amendment may be executed in three or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The parties may sign and deliver this Amendment by facsimile or sent by electronic mail in portable document format (PDF) and a reproduction of this Amendment made by facsimile or PDF will have the same effect as a signed and delivered original version.

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In Witness Whereof, the parties intending to be bound by the terms and conditions hereof have caused this Amendment to be signed by their duly authorized representatives as of the date first above written.

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