Exhibit
10.2


AMENDMENT NO. 1 TO
LICENSE AND SUPPLY AGREEMENT


This AMENDMENT NO. 1 TO THE LICENSE AND SUPPLY
AGREEMENT (this “Amendment”) dated as of August 8, 2002 is entered into by
and between GENOME THERAPEUTICS CORP., a Massachusetts corporation having its
principal place of business at 100 Beaver Street, Waltham, MA 02453, USA
(“GENE”) and BIOSEARCH ITALIA, S.p.A. with its principal place of business at
via R. Lepetit, 34, 21040, Gerenzano, Italy (“Biosearch”).


WITNESSETH


WHEREAS, Biosearch and GENE have entered into a
License and Supply Agreement (the “License and Supply Agreement”) dated as of
October 8, 2001; and


WHEREAS, Biosearch and GENE wish to amend certain
provisions of the License and Supply Agreement as set forth herein;


NOW, THEREFORE, in consideration of the foregoing and
the agreements set forth herein, intending to be legally bound hereby, the
parties hereto agree as follows:


Section 1.         Amendment of Article 1.  Article 1 is amended by inserting the
following definitions in the appropriate alphabetic order.


“Amendment No. 1” shall mean the Amendment to
this Agreement dated as of August 8, 2002.


Section 2.         Amendment of Article 4.  Section 4.2(i) of the License and
Supply Agreement is amended by deleting such section in its entirety and replacing
the same with the following:


“(i)          [*] by paper check, such payment to be
made within [*] of the effective date of Amendment No. 1 notwithstanding
the provision in this Section 4.2 providing that milestone payments be
made within [*] after the first achievement of a specified milestone.


(ii)           [*] by paper check following the
completion by the [*] of its [*] of and [*] regarding [*] the first [*] of the
[*] required to complete the [*].  The
Parties agree that in the event the [*] recommends an [*], as a result of such
analysis, then this [*] of [*] shall be deferred until the [*].”


Section 3.         Re-numbering of Sections 4.2(ii) and
(iii).  Sections 4.2(ii) and (iii)
of the License and Supply Agreement shall be re-numbered as Sections 4.2(iii)
and 4.2(iv), respectively.


 












[*] Confidential treatment has been requested for
marked portions.

















 


 


Section 4.         Governing Law.  This Amendment shall be governed by and
construed and enforced in accordance with the laws of the State of New York of
the United States of America.


Section 5.         Counterparts.  This Amendment may be executed in
counterparts, each of which when so executed and delivered shall be deemed an
original and all of which together shall constitute one and the same
instrument.


Section 6.         Miscellaneous.  Except as expressly modified by the terms of
this Amendment, the License and Supply Agreement shall remain in full force and
effect in accordance with its terms. 
This Amendment is limited to the matters expressly stated herein and no
other matters and shall not constitute a waiver, modification or amendment to
any other terms and provisions of the License and Supply Agreement.


Section 7.         Effectiveness.  This Amendment shall become effective as of
the date hereof.


[Signature Page
Follows]


 


2

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the date first above written.


BIOSEARCH ITALIA, S.P.A.


 


By:          /s/ Claudio Quarta                                                                


Name:  Claudio Quarta


Title:  C.E.O.


 


GENOME THERAPEUTICS CORP.


 


By:          /s/ Steven Rauscher                                                            


Steven Rauscher


President & CEO


 


3