Exhibit 10.8
SECOND AMENDMENT TO DEVELOPMENT
AGREEMENT
This SECOND AMENDMENT TO
DEVELOPMENT AGREEMENT (“Amendment”) is made as of
June 27, 2005, by and between BOSTON SCIENTIFIC CORPORATION
(“ BSC ”), a Delaware corporation, and
CORAUTUS GENETICS INC. (the “ Company ”),
a Delaware corporation (each a “Party,” and
collectively, the “ Parties ”).
WHEREAS , pursuant to the Investment Agreement, dated
July 30, 2003, between BSC and Company (the “ Investment
Agreement ”), BSC and Company agreed, subject to the
conditions set forth therein, to enter into a Loan Agreement, an
Investor Rights Agreement, a Development Agreement (as amended, the
“ Development Agreement ”), a Distribution
Agreement and a Patent Sublicense Agreement;
WHEREAS , pursuant to such agreements, the Parties
agreed to cooperate to develop products that use VEGF-2 for the
treatment of diseases of the heart or peripheral vascular
system;
WHEREAS , the Development Agreement requires the Company
to use commercially reasonable efforts to complete Clinical
Development of the Final Product in accordance with an established
schedule set forth in Section 2.03 of the Development
Agreement;
WHEREAS, the Parties previously have amended the
Development Agreement to modify certain of the dates set forth in
Section 2.03 of the Development Agreement in the form of that
certain First Amendment to Development Agreement dated as of July
22, 2004;
WHEREAS , the Parties have agreed to, among other
matters, modify further certain of the dates in the schedule set
forth in Section 2.03 of the Development Agreement; and
WHEREAS , capitalized terms that are not defined in this
Agreement shall have the meanings assigned to such terms in the
Development Agreement.
NOW, THEREFORE
, in consideration of the premises
and the mutual representations, agreements and covenants set forth
herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties
desire to amend the Development Agreement as follows:
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1.
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Section
2.02 . Section 2.02 of
the Development Agreement is hereby deleted in its entirety and
replaced with the following:
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“ Clinical Plan . (a)
Attached hereto as Exhibit A is the initial research and
development plan setting forth activities, schedules, milestones,
specifications, pre-clinical and clinical protocols and
requirements for development of the Principal Products (the
“Clinical Plan”). The Company may, from time to time,
adopt or institute amendments, supplements and variations
(collectively, “Plan Modifications”) to the Clinical
Plan; provided, however, (i) the Company shall provide the BSC
Representative Group with notice of all such Plan Modifications and
(ii) any Plan Modifications that would materially alter the then
current version of the Clinical Plan may only be m
