Exhibit 10.11
AMENDMENT AGREEMENT
This Amendment Agreement made this 15th day of Sept., 1994 by and between the
following parties:
SUMITOMO CORPORATION, a Japanese corporation with its principal place of
business located at 0-0, Xxxxxxxxxxx 0-xxxxx, Xxxxxxx-xx, Xxxxx, Xxxxx
(hereinafter "Agent"); and
METASYN, INC., an United States corporation, with its principal place of
business located at 00 Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000-xxx0, XXX (hereinafter
"Company")
WITNESSETH:
WHEREAS, the parties hereto have entered into Agency Agreement dated 13th day of
March, l992, as amended by Amendment dated 26th day of June, 1992 (hereinafter
collectively the "Original Agreement"); and
WHEREAS, the parties hereto desire to amend certain provisions of
the Original Agreement as hereinafter set forth;
NOW, THEREFORE, Agent and Company hereby agree to amend the Original Agreement
as follows:
Clause 1.
Article 6 of the Original Agreement is amended by changing the title of
article to "Exclusivity and Exclusion Criteria" and adding at the end
thereof the following:
"provided that Company reserves the right to exclude Agent from
contacting [ ]* and its parent company but always subject to
Article 8.2".
Clause 2.
Article 8 of the Original Agreement shall be amended by changing the
title of article to "Compensation on blood pool MRI agent and tumor
differentiation MRI agent" and amended to read in its entirety as
follows:
"8.1 In consideration for the services to be rendered by Agent
hereunder, Company shall pay the following
commission to Agent:
A. in respect of the total amount of [ ]* for both agents
*Confidential information omitted and filed with the Commission.
which may be received by Company under any arrangement:
[ ]* on amount
up to and including [ ]*
[ ]* on amount
exceeding [ ]* and up to and including [ ]*
[ ]* on amount
exceeding [ ]*
If both agents are licensed to the same company and it is difficult to
discern exact quantities of [ ]* for each agent, then the above model
will be applied to the total of these payments.
B. in respect for the total amounts of milestone payments
which depend on an identifiable event, not time, for both
agents which may be received by Company under any
Arrangement:
[ ]* on amount payable to Company
8.2 If Company enters into any Arrangement for blood pool agent
and tumor differentiation MRI agent with [ ]* or its parent
company Company shall pay Agent the commission of [ ]* as
provided for in Article 8.1.
Clause 3.
Article 11.1 of the Original Agreement shall be amended to read in its
entirety as follows:
"11.1 The initial contracted period of this Agreement
shall be four (4) years from 13th day of March,
1992, provided that the parties hereto may discuss,
in any time, on a one ( 1 ) year extension of this
Agreement and/or the amendment of Appendix 1 prior
to the expiration of the initial term or any
extension thereof."
Clause 4.
Appendix 1 of the Original Agreement shall be replaced with the new
Appendix 1 as attached hereto.
Clause 5.
*Confidential information omitted and filed with the Commission.
This Agreement shall be effective as from 1st day of September, 1994.
Clause 6.
Except as expressly amended hereinabove, all other terms and conditions
of the Original Agreement shall continue to be effective and remain
unchanged.
Clause 7.
All terms used herein, except as defined herein, shall have the
meanings ascrived in the Original Agreement.
IN WITNESS THEREOF, the parties hereto have caused this Amendment
Agreement to be executed by their duly authorized representatives as of
the day and year first above written.
METASYN, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: CEO
SUMITOMO CORPORATION
By: /s/ X. Xxxxx
-------------------------
Name: X. Xxxxx
Title: General Manager
New Drug & Biotech Dept.
Appendix 1
[bullet] Hepatobiliary Magnetic Resonance Imaging (MRI) Agent
[bullet] Blood Pool Magnetic Resonance Imaging (MRI) Agent
[bullet] Tumor Differentiation Magnetic Resonance Imaging (MRI)
Agent
