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                                  EXHIBIT 10.2


                             FIRST AMENDMENT TO THE
              COLLABORATION, LICENSE AND ROYALTY AGREEMENT BETWEEN
          SCHERING AKTIENGESELLSCHAFT AND COLLATERAL THERAPEUTICS, INC.

This first amendment ("Amendment") to the Collaboration, License and Royalty
Agreement dated May 6, 1996 ("Agreement") made between Schering
Aktiengesellschaft ("Parent") and Collateral Therapeutics, Inc. (the "Company")
is made this 19th day of March, 2002 (the "Effective Date").

WHEREAS, Parent would like to reduce the level of royalties that could become
payable by Parent pursuant to Section 8.2 of the Agreement; and

WHEREAS, the Company is willing to agree to such reduction in exchange for an
up- front cash payment.

Parent and the Company therefore agree as follows:

1.      In consideration of the payment to be made by Parent to the Company
        pursuant to Section 2 of this Amendment, Parent and the Company hereby
        agree to amend Section 8.2 of the Agreement by deleting the first
        paragraph of Section 8.2 in its entirety and replacing it with the
        following paragraph:

        "Royalties on Annual Net Sales of Each Product. During the Royalty Term:
        (i) Parent shall pay to the Company a maximum royalty on annual Net
        Sales of each Product of thirteen (13%) percent; and (ii) the Company
        shall pay to Parent a maximum royalty on annual Net Sales of each
        Product of fifteen (15%) percent, in each case plus:"

2.       In consideration of the Company's agreement to the reduction in royalty
         payable by Parent as described in Section 1 of this Amendment, Parent
         shall, within five (5) Business Days of the Effective Date, pay to the
         Company, by wire transfer of immediately available funds to a bank
         account designated by the Company, the sum of Twelve Million
         ($12,000,000 million) U.S. Dollars. "Business Day", as used in this
         Amendment, shall mean any day other than Saturday, Sunday or any other
         day on which banks are legally permitted to be closed in New York or in
         the Federal Republic of Germany.

3.      Except as expressly provided in this Amendment, Parent and the Company
        hereby affirm all terms of the Agreement.

4.      The parties expressly acknowledge and agree that the payment provision
        set forth in Paragraph 2 above is made solely in exchange for this
        Amendment and is not contingent upon any other event or in exchange for
        any other consideration.


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               IN WITNESS WHEREOF, and pursuant to Section 16.2 of the
Agreement, Parent and the Company have caused this Amendment to be executed by
their duly authorized representatives as of the Effective Date.



SCHERING AKTIENGESELLSCHAFT,                  COLLATERAL THERAPEUTICS, INC.,



By: /s/  Klaus Pohle                          By: /s/   Jack W. Reich
    --------------------------                    ------------------------
      Name:  Klaus Pohle                          Name:  Jack W. Reich, Ph.D.
      Title: Vice Chairman                        Title: Chairman and Chief
                                                         Executive Officer
By: /s/  Ilona Murati-Laebe
    --------------------------
      Name:  Ilona Murati-Laebe
      Title: Legal Counsel