Exhibit 10.32
AMENDMENT NO. 2 TO
SECOND AMENDED AND RESTATED DISTRIBUTION AGREEMENT
THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED DISTRIBUTION
AGREEMENT (the "Amendment") is made and entered into as of the 1st day of
Jan., 1995 by and between NOVA FACTOR, INC. a Tennessee corporation ("Nova
Factor"), and GENZYME CORPORATION, a Massachusetts corporation ("Genzyme").
WHEREAS, Genzyme, Pharmathera, Inc., a Tennessee corporation
("PTI"), and Nova Factor entered into that certain Second Amended and
Restated Distribution Agreement dated as of July 1, 1994 pursuant to which
Genzyme agreed to sell to PTI and/or Nova Factor, and PTI and/or Nova Factor
agreed to purchase, the prescription drug Ceredase-Registered Trademark-
enzyme, as amended by Amendment No. 1 to Second Amended and Restated
Distribution Agreement dated as of September 30, 1994 (collectively the
"Ceredase-Registered Trademark- enzyme Distribution Agreement");
WHEREAS, PTI assigned all of its rights and liabilities under the
Ceredase-Registered Trademark- enzyme Distribution Agreement to Nova Factor,
which accepted that assignment, and Genzyme consented to such assignment;
WHEREAS, Genzyme and Nova Factor entered into that certain
Distribution Agreement, dated as of September 30, 1994 pursuant to which
Genzyme agreed to sell to Nova Factor and Nova Factor agreed to purchase, the
prescription drug Cerezyme-TM- (the "Cerezyme-TM- Distribution Agreement");
and
WHEREAS, the parties hereto wish to modify certain provisions of
the Ceredase-Registered Trademark- enzyme Distribution Agreement requiring
Nova Factor to maintain a certain level of inventory of Ceredase-Registered
Trademark- enzyme and Cerezyme-TM-.
NOW, THEREFORE, for and in consideration of the foregoing and
for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Section 3.2(b) of the Ceredase-Registered Trademark- enzyme
Distribution Agreement is hereby amended such that the first sentence thereof
shall be deleted and the following shall be substituted therefor:
"The Distributor agrees that it will purchase adequate amounts of
Ceredase-Registered Trademark- enzyme so that such inventory, when
added to the Distributor's inventory of Cerezyme-TM- (the "Combined
Inventory"), will result in an average of
*days Combined Inventory during each calendar quarter; provided
that, the Distributor agrees that at the option of Genzyme it will
purchase adequate amounts of Ceredase-Registered Trademark- enzyme to
bring the Combined Inventory to a * -day level prior to the end of any
such calendar quarter, however, in no event shall such purchase cause
the Combined Inventory to exceed an average of * days for such
calendar quarter; provided further, that in no event shall the
Distributor be required to have on hand Combined Inventory in excess
of * dollars."
2. Except as specifically amended by this Amendment, the terms
and provisions of the Ceredase-Registered Trademark- enzyme Distribution
Agreement shall continue on full force and effect and shall be unaffected
hereby.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed on its behalf as of the date first set forth above.
GENZYME CORPORATION
/s/ [ILLEGIBLE]
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By:
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Title:
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NOVA FACTOR, INC.
By: /s/ Xxxxx Grow
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Title: President
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* Omitted information is the subject of a request for confidential treatment
pursuant to Rule 406 under the Securities Act of 1933 and has been filed
separately with the Securities Exchange Commission.
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