EXHIBIT 10.1
AMENDMENT NO. 1
TO SERVICES AGREEMENT
This AMENDMENT NO. 1 (the "Amendment") to Services
Agreement is entered into this 24th day of August, 1998,
effective as of September 5, 1997, between ALZA
Corporation ("ALZA") and Crescendo Pharmaceuticals
Corporation ("Crescendo").
RECITALS
A. ALZA and Crescendo are parties to a Services
Agreement (the"Agreement") dated as of September 5, 1997.
B. Pursuant to the Agreement, ALZA provides various
administrative services to Crescendo.
C. The parties wish to amend the Agreement as set
forth herein.
NOW, THEREFORE, the parties agree as follows:
1. Section 4 of the Agreement is eliminated in its
entirety andthe following is substituted therefor:
"4. Indemnification. Crescendo hereby agrees
to indemnify, protect and hold ALZA harmless from any
and all liabilities, costs or expenses incurred by
ALZA as a result of the services rendered by it under
this Agreement, including, without limitation,
lawsuits of and claims by third parties, except for
liabilities, costs or expenses resulting from ALZA's
gross negligence or willful misconduct. ALZA hereby
agrees to indemnify, protect and hold Crescendo
harmless from any and all liabilities, costs or
expenses incurred by Crescendo resulting from the
gross negligence or willful misconduct of ALZA or any
of its employees or agents in the performance of
services rendered by ALZA under this Agreement. The
party claiming the right to indemnification under
this Section 4 shall give the indemnifying party
prompt written notice, in the manner set forth in
Section 6.7 below, of any claim or demand made
against the party seeking indemnity for which such
party may be entitled to indemnification under this
Section4."
2. Except as set forth in this Amendment No. 1, the
Agreementremains in full force and effect as originally
executed.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first set forth above.
Crescendo Pharmaceuticals Corporation
By: /s/Xxxx X. Xxxx
Its: President & Chief Executive Officer
ALZA Corporation
By: /s/ Xxxxx X. Xxxxxx
Its: Sr. Vice Pres. & Chief Financial Officer
