Exhibit 10.29
AMENDMENT NO. 1 TO
DISTRIBUTION AGREEMENT
THIS AMENDMENT NO. 1 TO 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 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");
WHEREAS, Genzyme, Pharmthera, Inc., a Tennessee corporation ("PTI") and
Nova Factor entered into that certain Second Amendment and Restated
Distribution Agreement dated as of July 1, 1994, as amended, 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, 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; and
WHEREAS, the parties hereto wish to modify certain provisions of the
Cerezyme -TM- 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 Cerezyme -TM- Distribution Agreement is hereby
amended such that the first sentence thereof shall be deleted and the
following shall be substituted therefor:
"Nova Factor agrees that it will purchase adequate amounts
of Cerezyme -TM- so that such inventory, when added to Nova
Factor's inventory of Ceredase -Registered Trademark- enzyme
(the "Combined Inventory"), will result in an average of *
days Combined Inventory during each calendar quarter; provided
that, Nova Factor agrees that at the option of Genzyme it will
purchase adequate amounts of
* 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.
Cerzyme -TM- 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 Nova Factor 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 Cerezyme -TM- 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
By: /s/ [illegible]
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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.
