Exhibit 10.31
AMENDMENT NO. 1 TO
SECOND AMENDED AND RESTATED DISTRIBUTION AGREEMENT
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED DISTRIBUTION AGREEMENT
(the "Amendment") is made and entered into as of the 30th day of September,
1994 by and among PHARMATHERA, INC., a Tennessee corporation ("PTI"), NOVA
FACTOR, INC., a Tennessee corporation ("Nova Factor"), and GENZYME
CORPORATION, a Massachusetts corporation ("Genzyme").
WHEREAS, Genzyme, 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 (the "Ceredase -Registered Trademark- enzyme
Distribution Agreement");
WHEREAS, Genzyme and Nova Factor entered into that certain
Distribution Agreement, dated of even date herewith, 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 PTI
and/or Nova Factor to maintain a certain level of inventory of Ceredase
-Registered Trademark- enzyme to take into account the inventory level of
Cerezyme -TM- maintained by Nova Factor pursuant to the Cerezyme -TM-
Distribution Agreement.
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 45 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 will 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 in 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
By: [Illegible]
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Title: President Therapeutics
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PHARMATHERA, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Title: Sec-Treasurer
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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 w/the Securities Exchange Commission.
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