EXHIBIT 10.2
FIRST AMENDMENT TO THE
COLLABORATION, LICENSE AND ROYALTY AGREEMENT BETWEEN
SCHERING AKTIENGESELLSCHAFT AND COLLATERAL THERAPEUTICS, INC.
This first amendment ("Amendment") to the Collaboration, License and Royalty
Agreement dated May 6, 1996 ("Agreement") made between Schering
Aktiengesellschaft ("Parent") and Collateral Therapeutics, Inc. (the "Company")
is made this 19th day of March, 2002 (the "Effective Date").
WHEREAS, Parent would like to reduce the level of royalties that could become
payable by Parent pursuant to Section 8.2 of the Agreement; and
WHEREAS, the Company is willing to agree to such reduction in exchange for an
up- front cash payment.
Parent and the Company therefore agree as follows:
1. In consideration of the payment to be made by Parent to the Company
pursuant to Section 2 of this Amendment, Parent and the Company hereby
agree to amend Section 8.2 of the Agreement by deleting the first
paragraph of Section 8.2 in its entirety and replacing it with the
following paragraph:
"Royalties on Annual Net Sales of Each Product. During the Royalty Term:
(i) Parent shall pay to the Company a maximum royalty on annual Net
Sales of each Product of thirteen (13%) percent; and (ii) the Company
shall pay to Parent a maximum royalty on annual Net Sales of each
Product of fifteen (15%) percent, in each case plus:"
2. In consideration of the Company's agreement to the reduction in royalty
payable by Parent as described in Section 1 of this Amendment, Parent
shall, within five (5) Business Days of the Effective Date, pay to the
Company, by wire transfer of immediately available funds to a bank
account designated by the Company, the sum of Twelve Million
($12,000,000 million) U.S. Dollars. "Business Day", as used in this
Amendment, shall mean any day other than Saturday, Sunday or any other
day on which banks are legally permitted to be closed in New York or in
the Federal Republic of Germany.
3. Except as expressly provided in this Amendment, Parent and the Company
hereby affirm all terms of the Agreement.
4. The parties expressly acknowledge and agree that the payment provision
set forth in Paragraph 2 above is made solely in exchange for this
Amendment and is not contingent upon any other event or in exchange for
any other consideration.
IN WITNESS WHEREOF, and pursuant to Section 16.2 of the
Agreement, Parent and the Company have caused this Amendment to be executed by
their duly authorized representatives as of the Effective Date.
SCHERING AKTIENGESELLSCHAFT, COLLATERAL THERAPEUTICS, INC.,
By: /s/ Xxxxx Xxxxx By: /s/ Xxxx X. Xxxxx
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Name: Xxxxx Xxxxx Name: Xxxx X. Xxxxx, Ph.D.
Title: Vice Chairman Title: Chairman and Chief
Executive Officer
By: /s/ Xxxxx Xxxxxx-Laebe
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Name: Xxxxx Xxxxxx-Laebe
Title: Legal Counsel
