Exhibit 10.31
EXECUTION COPY
AMENDMENT NO. 1
TO
DEVELOPMENT AND COMMERCIALIZATION
AGREEMENT
THIS AMENDMENT NO. 1 (the
“ Amendment ”), dated January 16, 2009,
amends that certain Development and Commercialization Agreement,
dated as of January 4, 2009 (the “ Development
Agreement ”), by and between La Jolla Pharmaceutical
Company, a Delaware corporation (the “ Company
”), and BioMarin CF Limited, an Irish corporation (“
BioMarin CF ”).
RECITALS
A. WHEREAS, in connection with the
Development Agreement, the Company and BioMarin Pharmaceutical
Inc., a Delaware corporation (“ BioMarin
Pharmaceutical ”), entered into that certain Securities
Purchase Agreement, dated as of January 4, 2009 (the “
Securities Purchase Agreement ”);
B. WHEREAS, the Company and BioMarin
Pharmaceutical have made certain changes to the Securities Purchase
Agreement in the form of an amendment to the Securities Purchase
Agreement (the “ Amendment to the Securities Purchase
Agreement ”); and
C. WHEREAS, the Company and BioMarin
CF desire to make conforming changes to the Development Agreement
to reflect certain changes made by the Amendment to the Securities
Purchase Agreement.
NOW, THEREFORE, in consideration of
the foregoing, the parties agree as follows:
1. Section 1.41 of the
Development Agreement is amended and restated in its entirety as
follows:
“1.41 “ Securities
Purchase Agreement ” shall mean the form of securities
purchase agreement, as amended by the Amendment to the Securities
Purchase Agreement, each as attached to this Agreement as
Exhibit 1.41 .”
2. Exhibit 1.41 to the
Development Agreement shall be amended and restated in its entirety
in the form of Exhibit 1.41 attached hereto.
3. Undefined capitalized terms used
in this Amendment shall have the meanings ascri
