Confidential Treatment Requested.
Information for which confidential treatment has been
requested is omitted and is noted with ***. An unredacted version
of this document has been
submitted separately to the Securities and Exchange
Commission.
SECOND AMENDMENT TO THE
EXCLUSIVE DISTRIBUTION AGREEMENT
This SECOND
AMENDMENT TO THE EXCLUSIVE DISTRIBUTION AGREEMENT (this
“2 nd
Amendment”), effective as of
December 2, 2005 (the “2 nd Amendment Date”), 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”).
WHEREAS, the
parties entered into that Exclusive Distribution Agreement dated as
of August 13, 2004 (as amended on March 24, 2005, the
“Distribution Agreement”).
WHEREAS, the
parties entered into that Development and Supply Agreement
effective as of March 24, 2005 (the “Development
Agreement”).
WHEREAS, Baxter
and Halozyme desire to have countries of the European market
designated as an Additional Territory under the Distribution
Agreement, as reflected in a letter agreement between Halozyme and
Baxter dated June 7, 2005.
WHEREAS, the
parties now desire to amend the Distribution Agreement in certain
respects on the terms and conditions set forth below.
NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants
set forth below, the parties amend the Distribution Agreement and
otherwise agree as follows:
1.
Additional Territory . Subject to the terms and conditions
of the Distribution Agreement, the 1st Amendment and this 2
nd Amendment, and effective as of the 2
nd Amendment Date, all current Member States of the
European Union (the “EU”), as well as all current
Candidate States of the EU (i.e. Bulgaria, Croatia, Romania and
Turkey), as well as all current Member States of the European Free
Trade Association which are not members of the EU (i.e. Iceland,
Liechtenstein, Norway and Switzerland), shall be included in the
“Additional Territory” under the Distribution
Agreement.
2. Costs
in the Additional Territory . The parties shall equally share
any development, regulatory and associated costs and expenses
reasonably necessary to obtain required regulatory and marketing
approval(s) (“Approval(s)”) in the Additional Territory
including without limitation all clinical safety and/or efficacy
studies and any registration or filing fees, expenses and other
costs assoc
