EXHIBIT 10.2
ADDENDUM TO THE LICENSE AND SUPPLY AGREEMENT
DATED JANUARY 17,1996
between
ORGANOGENESIS INC., a company organized under the laws of the State of Delaware,
of 150, ▇▇▇ Road, Canton, MA 0202 1, USA (hereinafter "Organogenesis"),
and
NOVARTIS PHARMA AG, a corporation organized under the laws of Switzerland, of
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ (hereinafter "Novartis").
WHEREAS, Organogenesis and Novartis entered into an agreement dated as of
January 17, 1996, (the "Agreement') which provided a License and Supply
Agreement;
WHEREAS, because the FDA * * * on or before * * *, the condition of the Second
Contingent Investment required by the Stock Purchase Agreement dated as of
January 17, 1996, between Organogenesis Inc. and the former Sandoz Pharma Ltd.,
now Novartis Pharma AG, * * *; and
WHEREAS, the parties desire to enter into an Amendment Agreement of the Stock
Purchase Agreement so as to provide for a renewed and revised Second Contingent
Investment on different terms than had been agreed upon in the Stock Purchase
Agreement;
NOW, THEREFORE, in consideration of the mutual promises and agreements contained
herein and for other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1.Novartis agrees to amend Section 1.3 of the Stock Purchase Agreement as
described in the Amendment of the Stock Purchase Agreement.
▇.▇▇ return, Organogenesis commits itself to use this Second Contingent
Investment for the following activities:
* * *
* * *Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Commission.
3. Organogenesis, except as required by law, will not disclose any terms of this
Addendum nor any terms of the Amendment of the Stock Purchase Agreement without
the prior written approval of Novartis.
All of the other terms and conditions of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum Agreement as
of the date first hereunder.
Basle, March 23, 1998 Canton,
NOVARTIS PHARMA AG ORGANOGENESIS INC.
A. L. Eha V. Laanio ▇. ▇▇▇▇▇
Senior Legal Counsel Head of Strategy Chairman and
and Public Affairs Chief Executive Officer
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AMENDMENT AGREEMENT (the "Amendment Agreement") dated
as of March 23, 1998, between ORGANOGENESIS INC., a Delaware
corporation (the "Corporation") and NOVARTIS PHARMA AG, a
Switzerland corporation (the "Investor")
WHEREAS, the Corporation and the Investor entered into an Agreement,
dated as of January 17, 1996 (the "Agreement") which provided for the sale and
issuance by the Corporation and the purchase by the Investor of shares of Common
Stock of the Corporation (the "Shares") upon various occurrences, described in
the Agreement as the "Initial Investment," the "First Contingent Investment,"
and the "Second Contingent Investment;"
WHEREAS, because the FDA * * * on or before * * *, a condition of the
Second Contingent Investment required by Section 1.3 of the Agreement * * *; and
WHEREAS, the parties desire to enter into this Amendment Agreement so
as to provide for a renewed and Revised Second Contingent Investment on
different terms than had been agreed upon in the Agreement;
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein and for other good and valuable consideration, the sufficiency
and receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. SECOND CONTINGENT INVESTMENT. Section 1.3 of the Agreement is revised as
follows:
(a) Upon execution of this Amendment Agreement, (i) the Investor shall pay to
the Corporation a milestone payment of $750,000 and (ii) the Corporation
shall sell and issue to the Investor, and the Investor shall purchase and
receive from the Corporation, Shares for a purchase price of $3,000,000.
The number of Shares which the Corporation shall issue and sell to the
Investor pursuant to this Section l (a) (ii) shall equal $3,000,000 divided
by the "Share Price." The "Share Price" shall mean the average closing of
the Corporation's Common Stock,
* * *Confidential treatment requested as to certain portions, which portions
are omitted and filed separately with the Commission.
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as quoted in The Wall Street Journal for the 30-day period immediately
-----------------------
prior to the date upon which this Amendment Agreement is executed.
(b) If the FDA * * * (as defined in Section * * * of the License and
Supply Agreement, dated January 17, 1996 between the Corporation and the
Investor) in the * * * for the * * *:
(1) * * *, then at the Second Contingent Closing (as hereinafter
defined) (i) the Investor shall pay to the Corporation a milestone
payment of * * * and (ii) the Corporation shall sell and issue to the
Investor, and the Investor shall purchase and receive from the
Corporation, Shares for a purchase price of * * *. The number of
Shares which the Corporation shall issue and sell to the Investor
pursuant to this Section l (b) (1) (ii) shall equal * * * divided by
the Share Price as defined in Section l (a) (ii) hereof, except that
the 30-day period shall be the thirty days immediately prior to the
earlier of (x) * * * and (y) * * *;
(2) * * *, then at the Second Contingent Closing (i) the Investor
shall pay to the Corporation a milestone payment of * * * and (ii) the
Corporation shall sell and issue to the Investor, and the Investor
shall purchase and receive from the Corporation Shares for a purchase
price (the "Purchase Price") equal to * * *. The number of Shares
which the Corporation shall issue and sell to the Investor pursuant to
this Section 1 (b) (2) (ii) shall equal the Purchase Price divided by
the Share Price as defined in Section l (b)(1) (ii) hereof; and
* * *Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Commission.
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(3) * * *, the Investor shall * * * pursuant to this Amendment
Agreement * * * from the Corporation.
(c) All references to Section 1.3 in the Agreement shall hereafter refer
to Section 1.3 as revised by this Section 1 of the Amendment Agreement.
2. SECOND CONTINGENT CLOSING.
(a) In lieu of Section 2.3 of the Agreement, the parties agree that the
closing of the Second Contingent Investment (the `Second Contingent
Closing") shall take place within 45 days after the * * *, on a date agreed
to by the Corporation and the Investor, or on such later date as is
mutually agreeable to the Corporation and the Investor.
(b) All of the other provisions of Section 2 of the Agreement shall
remain in full force and effect except that in Section 2.5 of the Agreement
the term "* * * in the case of the Second Contingent Investment," shall be
replaced by the term "and in the case of the Second Contingent Investment a
* * * milestone payment and * * * for Shares * * * as provided by Section
l (b) (2) (ii) of the Amendment Agreement, dated as of March 23, 1998."
3. ALL OTHER PROVISIONS OF THE AGREEMENT. All of the other terms and
conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment Agreement as
of the date first above written.
Corporation; Investor;
ORGANOGENESIS INC. NOVARTIS PHARMA AG,
By: By:
Chairman and Chief Executive Officer By:
* * * Confidential treatment requested as to certain portions, which portions
are omitted and filed separately with the Commission.
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