exv10w2





EXHIBIT 10.2


AMENDMENT TO THE ARBITRATION PROVISIONS

OF THE FERRLECIT AGREEMENTS




between




R&D Ferrlecit Capital Resources, Inc.

4204 Glencoe Ave.

Marina del Rey, California 90292

United States of America




(“R&D Ferrlecit”)




on the one hand




and




A.
Nattermann & CIE. GmbH

Nattermannallee 1

50829 Cologne

Germany




(“A. Nattermann”)




and




May & Baker Limited, trading as sanofi-aventis

Registered office:

Aventis House

50 Kings Hill Avenue

Kings Hill

West Mailing

Kent ME19 4 AH

United Kingdom




(“sanofi-aventis (UK)”)




on the other hand




(R&D Ferrlecit, A. Nattermann, and sanofi-aventis (UK) are collectively the “Parties”)




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WHEREAS, Makoff R&D Laboratories, Inc., doing business as R&D Laboratories, Inc., (“Makoff R&D”),
on the one hand, and Rhône-Poulenc Rorer GmbH (“RPR GmbH”), on the other hand, entered into a
Distribution Agreement dated 24 June 1993, as amended to date (the “Distribution Agreement”);



WHEREAS, RPR GmbH and A. Nattermann, on the one hand, and Makoff R&D, on the other hand, entered
into a Trademark Agreement dated 26 August 1993, as amended to date (the “Trademark Agreement”);



WHEREAS, Makoff R&D, on the one hand, and Rhône-Poulenc Rorer Ltd. (“RPR Ltd.”) and RPR GmbH, on
the other hand, entered into a Manufacturing and Supply Agreement dated 1 December 1998, as
amended to date (the “Manufacturing and Supply Agreement”) (the Distribution Agreement, the
Trademark Agreement, and the Manufacturing and Supply Agreement are also collectively the
“Ferrlecit Agreements”);



WHEREAS, as of 1 January 1999, Makoff R&D transferred all of its rights, title and interest in the
Ferrlecit Agreements to its wholly owned subsidiary, R&D Ferrlecit;



WHEREAS, R&D Ferrlecit is now a fully owned subsidiary of Watson Pharmaceuticals, Inc.;



WHEREAS, A. Nattermann is the legal successor of RPR GmbH by merger as of 9 September 2002; and



WHEREAS, sanofi-aventis (UK) is the legal successor of RPR Ltd.’s rights and obligations
under the Manufacturing and Supply Agreement.



NOW, THEREFORE, the Parties agree as follows:



1. Each of the arbitration provisions of the Ferrlecit Agreements — specifically (i) Article
18 of the Distribution Agreement, (ii) Article 9 of the Trademark Agreement, and (iii) Article IV
Section H of the Manufacturing and Supply Agreement other than the first sentence thereof — is
hereby replaced in its entirety with the following:





	 	(a)	 	Any dispute, controversy or claim arising out of or in relation to this
Agreement, including the validity, invalidity, breach or termination thereof,
shall be resolved by arbitration in accordance with the Swiss Rules of
International Arbitration of the Swiss Chambers of Commerce (the
“Rules”) in force on the date when the Notice of Arbitration is submitted in
accordance with these Rules.
	 
	 	(b)	 	The number of arbitrators shall be three.




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	 	(c)	 	The seat of the arbitration shall be in Zurich, Switzerland.
	 
	 	(d)	 	The arbitral proceedings shall be conducted in English; and
	 
	 	(e)	 	With respect to any arbitral proceedings commenced hereunder on
or before September 1, 2008:






	 	1.	 	The arbitral proceedings shall be conducted in accordance with the Expedited Procedure in Article 42(1) of the Rules; and
	 
	 	2.	 	The Notice of Arbitration shall include Claimant’s designation of an arbitrator. Respondent’s time to submit its Answer to the Notice of
Arbitration is 15 days from receipt of the Notice of Arbitration, and
its Answer shall include its designation of an arbitrator. The two
party-designated arbitrators shall designate, within 15 days from
the confirmation of the second arbitrator, the third arbitrator who
shall act as the presiding arbitrator of the arbitral tribunal.




2. In the event both A. Nattermann and sanofi-aventis (UK) are parties to an arbitral
proceeding invoking the arbitration provision of the Manufacturing and Supply Agreement, they
shall jointly designate one arbitrator.



3. Sanofi-aventis (UK) is a party to this Amendment only to the extent it amends the
Manufacturing and Supply Agreement.



4. Other than as expressly provided herein, all terms and conditions of the Ferrlecit
Agreements remain unchanged by this Amendment.



5. This Amendment can be executed in counterparts and is effective upon the exchange of
signatures, which can be done by email or facsimile.




	 	 	 	 	 
	Corona, California, August 12, 2008

Place / Date



R&D Ferrlecit Capital Resources, Inc.:

 	 	 
	/s/ David A. Buchen
 	 	 
	Name:  	David A. Buchen 	 	 
	Function:  	Secretary 	 	 



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	Koln, August 25, 2008

Place / Date



A. Nattermann & CIE, GmbH:

 	 	 
	/s/ Hildegard Schleinitz
 	 	 
	Name:  	Hildegard Schleinitz 	 	 
	Function:  	General Manager 	 	 
	 
	A. Nattermann & CIE, GmbH:

 	 	 
	/s/ O. Stuttgen
 	 	 
	Name:  	O. Stuttgen 	 	 
	Function:  	Chief Financial Officer 	 	 
	 
	May & Baker Limited, trading as

sanofi-aventis:

 	 	 
	/s/ Nigel Brooksby
 	 	 
	Name:  	Nigel Brooksby 	 	 
	Function:  	Managing Director 	 	 
	 
	May & Baker Limited, trading as

sanofi-aventis:

 	 	 
	/s/ Michael McClellan
 	 	 
	Name:  	Michael McClellan 	 	 
	Function:  	Chief Financial Officer 	 	 
	 




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