Amendment to Development and License Agreement and Manufacturing and Supply Agreement between Schering AG and CoTherix, Inc.
This amendment is between Schering AG and CoTherix, Inc. It updates their existing Development and License Agreement and Manufacturing and Supply Agreement to include new pricing terms for commercial product ampoules packed in 30- or 100-ampoule boxes, in addition to the previously agreed 300-ampoule boxes. The amendment sets specific prices for these new packaging options and states that these prices will remain stable for one year after the first commercial sale. All other terms of the original agreements remain unchanged.
Exhibit 10.20
| Schering AG | ||||||||||
| CoTherix, Inc. Mr. Donald Santel CEO 5000 Shoreline Court Suite 101 South San Francisco, California 94080 U.S.A. | ||||||||||
| E: | ||||||||||
| T: +49.30.468- | 15431 | |||||||||
| +49.30.468- | 11 11 | |||||||||
| F: +49.30.468- | 14086 | |||||||||
| Your Ref. | Your letter dated | Our Ref. (please indicate when replying) | Date | |||||||
| RA/UK/Cie (4b0411_1) | 2005-01-07 | |||||||||
Amendment to Development and License Agreement and
Amendment to Manufacturing and Supply Agreement
Dear Don,
We refer to the Development and License Agreement by and between CoTherix, Inc., Belmont, California (hereinafter “CoTherix” - formerly called ‘Exhale Therapeutics, Inc.’) and Schering dated October 2, 2003 (hereinafter the “License Agreement”), and the Manufacturing and Supply Agreement by and between CoTherix and Schering dated May 12/17, 2004 (hereinafter the “MSA”).
As the License Agreement and the MSA only provide prices for ampoules of Commercial Product packed in a 300-ampoule box, but CoTherix is interested in Commercial Product being packed in 30- or 100-ampoule boxes and Schering is prepared to supply Commercial Product in such new boxes, we suggest to include prices for the new packagings in the License Agreement and the MSA by adding the following wording to Section 6.2 of the License Agreement and Section 7.2 of the MSA, in each case as new sentences 1 and 2 of the respective Section:
“The Ex Works price for paper, one-color labeld ampoules, packed in a 30-ampoule box of Commercial Product per ampoule shall be as follows:
| - Firm Orders of [***] to [***] million ampoules per Contract Year: | EUR [***]; | |
| - Firm Orders of more than [***] to [***] million ampoules per Contract Year: | EUR [***]; | |
| - Firm Orders of more than [***] million ampoules per Contract Year: | EUR [***]. | |
| Postal address: | Executive board: | Chairman of the supervisory board: | Commerzbank AG, Berlin | |||
| Schering AG | Hubertus Erlen (Chairman) | Giuseppe Vita | Acct. No. 108 700 600, Bank No. 100 400 00 | |||
| D-13342 Berlin, Germany | Karin Dorrepaal | IBAN: DE72 1004 0000 0108 7006 00 | ||||
| For visitors: | Ulrich Köstlin | Registered seat: Berlin | BIC: COBADEFF | |||
| Müllerstr. 178, Berlin-Mitte | Lutz Lingnau | Trade register: | Deutsche Bank AG, Berlin | |||
| www.schering.de | Marc Rubin | AG Charlottenburg 93 HRB 283 | Acct. No. 2415 008, Bank No. 100 700 00 | |||
| Jörg Spiekerkötter | IBAN: DE35 1007 0000 0241 5008 00 | |||||
| Günter Stock | BIC: DEUTDEBB |
| * | CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION |
| Address CoTherix, Inc. | Our Ref. RA/UK/Cie (4b0411_1) | Date 2004-11-04 | Page 2 |
The Ex Works price for paper, one-color labeled ampoules, packed in a 100-ampoule box of Commercial Product per ampoule shall be as follows:
| - Firm Orders of [***] to [***] million ampoules per Contract Year: | EUR [***]; | |
| -Firm Orders of more than [***] to [***] million ampoules per Contract Year: | EUR [***]; | |
| - Firm Orders of more than [***] million ampoules per Contract Year: | EUR [***].” | |
As it was agreed that the prices for ampoules in these 30- or 100-ampoule boxes be stable for one (1) year after First Commercial Sale and only increased for the subsequent calendar year, we furthermore suggest to add the following sentence at the last paragraph of Section 6.2 of the License Agreement and Section 7.3 of the MSA:
“Prices for ampoules in 30- or 100-ampoule boxes shall, however, be stable for one (1) year after First Commercial Sale to the effect that the price adjustment described herein shall only apply for the remaining period of the respective calendar year where the aforementioned one (1) year period ends and any calendar year thereafter.”
Unless indicated otherwise, all capitalized terms as used in this Amendment shall have the meaning as set forth in the MSA.
In all other respects, the terms of the License Agreement and the MSA will remain unchanged.
If you agree to this Amendment, please countersign, date and return to us the attached duplicate of this letter.
Sincerely yours
Schering Aktiengesellschaft
| /s/ Dr. Barbara Putz |
| Dr. Barbara Putz |
Schering AG Berlin/Germany
Head Corporate Clinical Development
Specialized Therapeutics Europe
| * | CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION |
| Address CoTherix, Inc. | Our Ref. RA/UK/Cie (4b0411_1) | Date 2004-11-04 | Page 3 |
| Accepted and agreed by
CoTherix, Inc. |
| /s/ Donald J. Santel |
| Donald J. Santel Chief Executive Officer
Date: 22 November, 2004 |
