Amendment No. 1 to Letter Agreement between SICOR Inc., Rakepoll Finance N.V., and Donald E. Panoz

Summary

This amendment updates a previous agreement between SICOR Inc., Rakepoll Finance N.V., and Donald E. Panoz. It changes the compensation terms so that Mr. Panoz will receive 20,356 shares of SICOR Inc. common stock within ten business days and annual cash payments of $100,000 from 2003 through 2010. All other terms of the original agreement remain unchanged. The amendment is governed by California law.

EX-10.1 3 a2092952zex-10_1.htm EXHIBIT 10.1
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 10.1

AMENDMENT NO. 1 TO LETTER AGREEMENT

        AMENDMENT NO. 1 (the "Amendment"), dated as of August 22, 2002, to the Letter Agreement, dated as of March 18, 1997 (the "Agreement"), between SICOR Inc. (formerly known as Gensia Sicor Inc.), a corporation organized under the laws of Delaware (the "Company"), Rakepoll Finance N.V., a corporation organized under the laws of The Netherlands Antilles and Mr. Donald E. Panoz.

W I T N E S S E T H:

        NOW, THEREFORE; the parties hereto hereby agree as follows:

        1.    Amendment of Paragraph 5 on Page 2.    Paragraph 5 on page 2 of the Agreement is hereby amended by deleting such paragraph in its entirety and substituting in lieu thereof the following:

        "5.    You will receive:    

            (a)  20,356 shares of the Company's Common Stock to be delivered to you within ten business days of execution of the Amendment, and

            (b)  On or before February 28 of each year beginning in 2003 and continuing through and including 2010, the Company will pay you $100,000 in cash."

        2.    Full Force and Effect.    Except as modified, amended or supplemented above, all rights, terms and conditions of the Agreement shall remain in full force and effect.

        3.    Governing Law.    The Agreement, as amended, shall be governed by and construed under the laws of the State of California (irrespective of its choice of law principles).

        4.    Counterparts.    This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

        IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement as of the date first written above.

    SICOR INC.
       

 

 

By:

/s/  MARVIN SAMSON      
Name: Marvin Samson
Title: President and Chief Executive Officer
       

 

 

RAKEPOLL FINANCE N.V.
       

 

 

By:

/s/  CARLO SALVI      
Name: Carlo Salvi
Title: Chairman of the Board
       

 

 

DONALD E. PANOZ
       

 

 

By:

/s/  DONALD E. PANOZ      
Name: Donald E. Panoz



QuickLinks

    Exhibit 10.1