Exhibit 10.34
FIRST AMENDMENT TO COPROMOTION AND CODEVELOPMENT AGREEMENT
This FIRST AMENDMENT TO COPROMOTION AND CODEVELOPMENT AGREEMENT (this
"Amendment") is made this 17th day of December, 2001, made by and between
ViroPharma Incorporated, a Delaware corporation (hereinafter "ViroPharma"), with
offices located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and Aventis
Pharmaceuticals Inc., a Delaware corporation (hereinafter "Aventis"), with
offices located at ▇▇▇▇▇ ▇▇▇-▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, ViroPharma and Aventis are parties to that certain Copromotion and
Codevelopment Agreement dated as of September 9, 2001 (the "Agreement"); and
WHEREAS, ViroPharma and Aventis wish to amend the Agreement, as set forth
herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Amendment, and intending to be legally bound, the parties
agree as follows:
1. Amendment of Section 1.82. Section 1.82 of the Agreement is amended by
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adding the words "with respect to Net Sales achieved in the Territory" after the
words "under the SaSy Agreement" in such Section.
2. Amendment of Section 9.1. Section 9.1 of the Agreement is amended as
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follows:
a. Section 9.1 is amended by adding the words "(except as set forth
in the immediately following sentence)" immediately after the words "non-
sublicensable right".
b. Section 9.1 is further amended by adding the following after the
end of Section 9.1: "ViroPharma may sublicense its activities under this
Article 9 to an Affiliate of ViroPharma. Notwithstanding the foregoing,
ViroPharma shall be solely responsible for activities performed by such
Affiliate, and the selection and use of an Affiliate shall not relieve
ViroPharma of its obligations hereunder. For the sake of clarity,
ViroPharma shall not be entitled to sublicense its activities under this
Article 9 to Third Parties."
3. Amendment of Section 14.2.14. Section 14.2.14 of the Agreement is
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amended by deleting therefrom "ninety (90)" and replacing it with "one hundred
eighty (180)".
4. Amendment of Section 14.3.9. Section 14.3.9 of the Agreement is
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amended by deleting therefrom "ninety (90)" and replacing it with "one hundred
eighty" (180)".
5. Miscellaneous.
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a. The Agreement shall remain in full force and effect, subject only
to the express changes set forth in this Amendment.
b. The Agreement, as supplemented and modified by this Amendment,
constitutes the entire understanding among the parties with respect to the
subject matter thereof, and supersedes any prior understanding and/or written or
oral agreements among them. All references to "this Agreement" in the Agreement
shall mean the Agreement as modified hereby and from time to time hereafter.
c. This Amendment may be executed in counterparts, each of which
shall be an original, but all of which together shall constitute one instrument.
This Amendment will be governed as to validity, interpretation and effect
according to the provisions of Section 17.6 of the Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment as of this day
and year first-above written.
AVENTIS PHARMACEUTICALS INC. VIROPHARMA INCORPORATED
By: /s/ ▇▇▇▇▇ Belle By: /s/ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
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▇▇▇▇▇ Belle ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
President and Chief Executive Officer President and Chief Executive
Officer
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