Exhibit 10.20
FIRST AMENDMENT TO AGREEMENT
This FIRST AMENDMENT TO AGREEMENT (this "Amendment") is made this 21st
day of February, 1997, between ViroPharma Incorporated (formerly ViroPharma,
Inc.), a Delaware corporation ("VP"), having its principal place of business at
00 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxx, XX 00000, and Sanofi, a corporation organized
under the laws of France ("Sanofi"), having an office at 00-00 xxx Xxxxxxx,
00000 Xxxxx, Xxxxxx.
WHEREAS VP and Sanofi are parties to that certain Agreement dated as
of December 22, 1995 (the "Agreement"); and
WHEREAS VP and Sanofi wish to amend the Agreement, as set forth
herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in this Amendment, and intending to be legally bound, the
parties agree as follows:
1. Amendment of Article 3.3. Article 3.3 of the Agreement is
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amended by adding the following phrase between the words "Licensee" and
"relating" in the second sentence thereof:
", or developed on behalf of Licensee and to which Licensee has the right
to grant an exclusive, unrestricted license to Licensor,"
2. Amendment of Article 7. Article 7 of the Agreement is hereby
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amended by deleting all of provisions thereof in their entirety; provided that
such deletion shall not affect the numbering of the Articles of the Agreement.
3. Miscellaneous.
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a. The Agreement shall remain in full force and effect, subject
only to the express changes set forth in this Amendment, and the parties hereto
hereby ratify and affirm the provisions of the Agreement, including but not
limited to Article 2 (regarding the exclusive license granted to VP, including
the right to sublicense), Article 4 (regarding milestone fees), and Article 6
(regarding royalties).
b. The Agreement, as supplemented and modified by this
Amendment, constitutes the entire understanding among the parties with respect
to the subject matter thereof, and supersedes any prior understanding and/or
written or oral agreements among them. All references to "this Agreement" in
the Agreement shall mean the Agreement as modified hereby and from time to time
hereafter.
c. This Amendment may be executed in counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument. This Amendment has been executed in and will be governed as to
validity, interpretation and effect according to the provisions of Article 18 of
the Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment as of this day
and year first-above written.
SANOFI VIROPHARMA INCORPORATED
/s/Illegible /s/Xxxxxx X. Xxxx
By:___________________________ By:__________________________
Illegible Xxxxxx X. Xxxx
Name:_________________________ President
General Counsel
Title:__________________________
