Exhibit 10.46
AMENDMENT NO. 2
This Amendment No. 2 dated as of July 9, 1999, is made by and among
EPIX MEDICAL, INC., a Delaware corporation having its principal place of
business at 00 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000-0000 X.X.X.
("Epix"), MALLINCKRODT MEDICAL, INC., a Delaware corporation having its
principal place of business at 000 XxXxxxxxx Xxxxxxxxx, Xx. Xxxxx, Xxxxxxxx
00000, and MALLINCKRODT INC. (under its prior corporate name MALLINCKRODT
GROUP INC.), a New York corporation having its principal place of business at
0000 Xxxxxxx Xxxxxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, by and through its
unincorporated Mallinckrodt Imaging Group (together with Mallinckrodt
Medical, Inc., "MKG").
RECITALS
WHEREAS, Epix (under its prior corporate name Metasyn, Inc.) and MKG
are parties to a Strategic Collaboration Agreement dated as of August 30,
1996 and amended pursuant to Amendment No. 1 as of September 10, 1998 (the
"Collaboration Agreement"); and
WHEREAS, Epix and MKG desire to further amend the Collaboration
Agreement, as set forth herein.
NOW THEREFORE, in consideration of the premises Epix and MKG mutually
agree as follows:
ARTICLE I. AMENDMENT
Epix and MKG hereby agree to amend Section 2.2 of the Collaboration
Agreement so that Section 2.2, as amended and restated, reads in its entirety
as follows:
2.2 [ * ]. In the event that during the term of this Agreement Epix
[ * ]. In such event, Epix shall [ * ]. Epix shall [ * ],
[ * ] Omitted portions filed separately with the Securities and Exchange
Commission.
Epix and MKG shall [ * ]. If, [ * ], Epix and MKG [ * ], then, unless
the Parties [ * ], Epix shall [ * ].
ARTICLE 2. MISCELLANEOUS
Except as expressly amended by this Amendment No. 2, the Collaboration
Agreement shall remain unmodified and in full force and effect. This
Amendment No. 2 may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and the same instrument. This Amendment No. 2 shall be governed and construed
in accordance with the laws of the State of New York without giving effect to
the choice of law provisions thereof.
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 2 as
of the date set forth above.
EPIX MEDICAL, INC. MALLINCKRODT MEDICAL, INC.
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxxx
----------------------- ------------------------
Name: Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxxxx
Title: President and Chief Title: President, Mallinckrodt
Executive Officer Imaging Group
[ * ] Omitted portions filed separately with the Securities and Exchange
Commission.
