AMENDMENT TO THE ARBITRATION PROVISIONS OF THE FERRLECIT AGREEMENTS

EXHIBIT 10.2

AMENDMENT TO THE ARBITRATION PROVISIONS
OF THE FERRLECIT AGREEMENTS

between

R&D Ferrlecit Capital Resources, Inc.
4204 Glencoe Ave.
Marina del Rey, California 90292
United States of America

( “R&D Ferrlecit” )

on the one hand

and

A. Nattermann & CIE. GmbH
Nattermannallee 1
50829 Cologne
Germany

( “A. Nattermann” )

and

May & Baker Limited, trading as sanofi-aventis
Registered office:
Aventis House
50 Kings Hill Avenue
Kings Hill
West Mailing
Kent ME19 4 AH
United Kingdom

( “sanofi-aventis (UK)” )

on the other hand

( R&D Ferrlecit, A. Nattermann, and sanofi-aventis (UK) are collectively the “Parties” )

WHEREAS, Makoff R&D Laboratories, Inc., doing business as R&D Laboratories, Inc., ( “Makoff R&D” ), on the one hand, and Rhône-Poulenc Rorer GmbH ( “RPR GmbH” ), on the other hand, entered into a Distribution Agreement dated 24 June 1993, as amended to date (the “Distribution Agreement” );

WHEREAS, RPR GmbH and A. Nattermann, on the one hand, and Makoff R&D, on the other hand, entered into a Trademark Agreement dated 26 August 1993, as amended to date (the “Trademark Agreement” );

WHEREAS, Makoff R&D, on the one hand, and Rhône-Poulenc Rorer Ltd. ( “RPR Ltd.” ) and RPR GmbH, on the other hand, entered into a Manufacturing and Supply Agreement dated 1 December 1998, as amended to date (the “Manufacturing and Supply Agreement” ) (the Distribution Agreement, the Trademark Agreement, and the Manufacturing and Supply Agreement are also collectively the “Ferrlecit Agreements” );

WHEREAS, as of 1 January 1999, Makoff R&D transferred all of its rights, title and interest in the Ferrlecit Agreements to its wholly owned subsidiary, R&D Ferrlecit;

WHEREAS, R&D Ferrlecit is now a fully owned subsidiary of Watson Pharmaceuticals, Inc.;

WHEREAS, A. Nattermann is the legal successor of RPR GmbH by merger as of 9 September 2002; and

WHEREAS, sanofi-aventis (UK)