Amendment No. 2 to Agreement Between Bayer AG and Millennium Pharmaceuticals, Inc.

Summary

This amendment, dated December 1, 1999, updates the original agreement between Bayer AG and Millennium Pharmaceuticals, Inc. by revising the payment schedule in Exhibit D. The new schedule specifies payment due dates from February 1, 1999, through August 1, 2003. All other terms of the original agreement remain unchanged. Both parties have agreed to and executed this amendment.

EX-10.2 4 a2028046zex-10_2.txt EXHIBIT 10.2 EXHIBIT 10.2 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. AMENDMENT NO. 2 TO AGREEMENT BY AND BETWEEN BAYER AG AND MILLENNIUM PHARMACEUTICALS, INC. This is Amendment No. 2, dated as of December 1, 1999 ("Amendment No. 2"), to the Agreement, dated as of September 22, 1998 (the "Agreement"), as amended by and between Bayer AG, located at D-51368 Leverkusen, Germany and Millennium Pharmaceuticals Inc., located at 75 Sidney Street, Cambridge, MA 02139, USA. INTRODUCTION The Parties have determined that it is in their mutual best interest to amend the Agreement in the manner set forth below. Accordingly, in accordance with Section 11.5 of the Agreement, the Parties agree to amend the Agreement as follows: Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. -2- 1. EXHIBIT D Exhibit D of the Agreement is hereby amended by deleting Exhibit D in its entirety and by substituting the following in its place: Program Payment Schedule DATE PAYMENT DUE February 1, 1999 $ [**] May 1, 1999 $ [**] August 1, 1999 $ [**] November 1, 1999 $ [**] December 1, 1999 $ [**] February 1, 2000 $ [**] May 1, 2000 $ [**] August 1, 2000 $ [**] November 1, 2000 $ [**] February 1, 2001 $ [**] May 1, 2001 $ [**] August 1, 2001 $ [**] November 1, 2001 $ [**] February 1, 2002 $ [**] May 1, 2002 $ [**] August 1, 2002 $ [**] November 1, 2002 $ [**] February 1, 2003 $ [**] May 1, 2003 $ [**] August 1, 2003 $ [**] - 3 - 2. GENERAL In all other respects, the Agreement is hereby ratified and confirmed. IN WITNESS WHEREOF, the Parties have executed this Amendment No. 2 as of the date set forth above. BAYER AG By: /s/ PETER GLASSEL /s/ DR. WOLFGANG EHRENSTEIN Title: PH-BPA Head By: ____________________________ Title: ____________________________ MILLENNIUM PHARMACEUTICALS, INC. By: /s/ STEVEN H. HOLTZMAN Title: Chief Business Officer