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EXHIBIT 10.2
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY
CONFIDENTIAL TREATMENT REQUESTED:
INFORMATION FOR WHICH
CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED IS OMITTED AND
NOTED WITH "***." AN UNREDACTED VERSION OF
THIS
DOCUMENT HAS BEEN SUBMITTED SEPARATELY TO THE SECURITIES AND
EXCHANGE
COMMISSION.
FIRST AMENDMENT TO THE
EXCLUSIVE DISTRIBUTION AGREEMENT
This FIRST
AMENDMENT TO THE EXCLUSIVE DISTRIBUTION AGREEMENT (this
"Amendment"), effective as of March 24,
2005, is entered into by and between
BAXTER HEALTHCARE CORPORATION with its
principal place of business at One Baxter
Parkway, Deerfield, Illinois 60015-4633
("Baxter"), and HALOZYME, INC. with its
principal place of business at 11588
Sorrento Valley Road, Suite 17, San Diego,
California 92121 ("Halozyme"), and is the
first amendment to that EXCLUSIVE
DISTRIBUTION AGREEMENT (the "Distribution
Agreement") between Baxter and
Halozyme that was entered into as of August
13, 2004.
WHEREAS,
the parties are in connection herewith entering into a
Development and Supply Agreement (the
"Development and Supply Agreement") that
reflects the parties' ongoing efforts to
develop and supply Initial Product(s)
and potentially Other Product(s) the active
ingredient of which is human
recombinant PH20 hyaluronidase for certain
indications; and
WHEREAS,
the parties wish to provide for a specific and consistent
definition and treatment of the Initial
Product(s) and potentially Other
Product(s) pursuant to the terms of the
Development and Supply Agreement and the
Distribution Agreement, the parties hereto
agree to amend the Distribution
Agreement as follows:
"Product", as used in the Distribution
Agreement, shall have the same meaning as
provided for "Initial Product(s)", as
defined in the Development and Supply
Agreement;
"Improvements", as used in the Distribution
Agreement, shall have the same
meaning as provided for "improvements"
under the definition of "Initial
Product(s)", as defined in the Development
and Supply Agreement;
"Other Products", as used in the
Distribution Agreement, shall have the same
meaning as provided for "Other Products",
as defined in the Development and
Supply Agreement;
The "Indemnification" provisions of the
Development and Supply Agreement
(specifically Section 15, including
Sub-sections 15.1-15.3) shall apply equally
to Products, Improvements and Other
Products (individually and collectively
"Distributed Product(s)") under this
Distribution Agreement, with "this
Agreement" referring to this Distribution
Agreement, "API" referring to API
supplied to Baxter for the Production of
Distributed Product(s), and "Product"
referring to Distributed Product(s).
Sub-sect
