Exhibit 10.7
FIRST AMENDMENT TO DISTRIBUTION
AGREEMENT
FIRST AMENDMENT TO DISTRIBUTION
AGREEMENT (“
First Amendment ”) is entered into as of June 27,
2005, by and between CORAUTUS GENETICS INC ., a Delaware
corporation (the “ Company ”), and BOSTON
SCIENTIFIC CORPORATION , a Delaware corporation (“
BSC ”) (each a “ Party ” and
collectively the “ Parties ”).
WHEREAS , the Parties entered into a Distribution
Agreement dated as of July 30, 2003, (the “ Distribution
Agreement ”), pursuant to which the Parties entered into
an exclusive distributorship with respect to Final Products (as
defined in the Distribution Agreement);
WHEREAS, the Parties have entered into an Investment
Agreement dated as of June 27, 2005 (the “ Second
Investment Agreement ”), pursuant to which BSC has agreed
to purchase certain capital stock of the Company;
WHEREAS, the Parties have agreed to modify the Sales
Price (as defined in the Distribution Agreement), and the execution
and delivery of this First Amendment is a condition precedent to
the closing of the Second Investment Agreement; and
WHEREAS, capitalized ter
