Exhibit 10.20
[*] =
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. WITH RESPECT TO EXHIBIT D, FOUR
PAGES HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
AMENDMENT NO. 1 TO
LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
THIS
AMENDMENT NO. 1 TO LICENSE, DEVELOPMENT AND COMMERCIALIZATION
AGREEMENT (“ Amendment ”), made this 19th
day of September, 2007 (“ Effective Date
”), is entered into by and between Cook Incorporated, an
Indiana corporation having a place of business at 750 Daniels Way,
Bloomington, Indiana 47404, USA, and its Affiliates (“
Cook ”), and Cardica, Inc., a Delaware
corporation having a place of business at 900 Saginaw Drive,
Redwood City, CA 94063, and its Affiliates (“
Cardica ”). Capitalized terms used herein
without definition shall have the same meanings herein as set forth
in the License, Development and Commercialization Agreement dated
December 9, 2005 (“ Agreement ”),
unless expressly amended in this Amendment.
RECITALS
| A. |
|
Cardica is developing a medical device known as the X-Port for
use in femoral access closure procedures, among other applications,
pursuant to the Agreement. |
| B. |
|
Cook in engaged in the business of developing, manufacturing
and selling medical devices. |
| C. |
|
Cook is amenable to funding certain development work to be
performed by Cardica on a product designated the X-Port II defined
in the Development Plan attached hereto as Exhibit D, in
exchange for receiving a license under the terms and conditions set
forth in the Agreement to continue to develop and to commercialize
the X-Port II device worldwide for femoral access closure
procedures, as further described in the Agreement. |
The
parties agree as follows:
I.
Amendments to Article I
Section 1.16 of the Agreement is
hereby amended by deleting section 1.16 in its entirety and
inserting the following:
1.16 “
Product ” means (a) the product designated by
Cardica as of the Effective Date of this Agreement as the X-Port
device, size [*] as illustrated in Exhibit C of this
Agreement, (b) the product designated by Cardica as of the
Effective Date of the Amendment to this Agreement as the X-Port II
device, sizes [*] and [*] as illustrated in Exhibit D of this
Agreement, and (c) any improvements thereto relating to
vascular access closure developed under this Agreement, including
without limitation X-Port devices in formats other than size [*]
and X-Port II devices in formats other than sizes [*] and [*],
expressly excluding any devices not relating to vascular access
closure, such as any device used in the closure of holes made in
the performance of an anastomosis.
II.
Amendments to Article II
Section 2.2 of the Agreement is
hereby amended by deleting section 2.2 in its entirety and
inserting the following:
2.2
Prototype Product Development . The respective obligations
of the parties for developing prototypes of the Product designated
as the X-Port device are set forth in Exhibit A to this
Agreement (“ Development Plan ”), which
may be modified from time to time to time in accordance with
Section 11.9 (Integration) of this Agreement, and which is
hereby incorporated by reference. The respective obligations of the
parties for developing prototypes of the Product designated as the
X-Po
