exv10w8



 





Exhibit 10.8




AMENDMENT NO. 1

TO STRATEGIC COLLABORATION AGREEMENT




     This Amendment No. 1 to the STRATEGIC COLLABORATION AGREEMENT
effective as of December 22, 2001 (the “Effective Date”) is made by and
between EPIX MEDICAL, INC., a Delaware corporation having its principal place
of business at 71 Rogers Street, Cambridge, Massachusetts 02142-118 USA
(“EPIX”), and SCHERING AKTIENGESELLSCHAFT, a German corporation having its
principal place of business at 13342, Berlin, Germany (“Schering”).



RECITALS




     WHEREAS, EPIX and Schering entered into a Strategic Collaboration
Agreement dated as of June 9, 2000 (“Collaboration Agreement”) for the purpose
of collaborating on the late stage development of Compound MS-325 and
corresponding Licensed Products; and



     WHEREAS, EPIX and Daiichi Radioisotope Laboratories, Ltd., a Japanese
corporation (“DRL”) entered into a License and Development Agreement (“DRL
Agreement”) whereby EPIX granted DRL an exclusive license under the Patent
Rights to MS-325 for the development and marketing of Compound MS-325 in Japan;
and



     WHEREAS, under the Collaboration Agreement, EPIX agreed to use
reasonable commercial efforts to negotiate with DRL to terminate the rights
conveyed to DRL so as to enable EPIX to grant exclusive license rights to
Schering for the development and marketing of Compound MS-325 and Licensed
Products in Japan; and



     WHEREAS, EPIX has entered into a Reacquisition Agreement with DRL,
effective as of the date hereof and attached hereto as Appendix 1, whereby all
rights granted to DRL under the DRL Agreement have been terminated and
reacquired by EPIX.



     NOW THEREFORE, the parties wish to amend the Collaboration Agreement
as follows;



I. DEFINITIONS




     Unless otherwise defined below, capitalized terms shall have the same
meaning as set forth in the Collaboration Agreement.



II. GRANT OF LICENSE TO SCHERING




     2.1 EPIX hereby grants Schering an exclusive license to all rights
under the Patent Rights in Japan, in accordance with Articles 2 and 3 of
Collaboration Agreement, including the right to develop and market Compound
MS-325 and Licensed Products.



 









 





     2.2 Pursuant to Section 2.2 of the Agreement, Japan is hereby added to
the definition of Territory in Section 1.55 of the Agreement.



III. INCORPORATION OF JAPAN INTO DEVELOPMENT PROGRAM




     3.1 All applicable aspects of the Development Program shall henceforth
include Japan.



IV. PAYMENTS FOR EXPANDED TERRITORY




     4.1 All payment and funding obligations under Article 7 contemplating
the acquisition of marketing rights in Japan shall become effective.



V. MISCELLANEOUS




     5.1 All other provisions in the Agreement contemplating the addition of
Japan to the Territory shall henceforth become effective.



     5.2 All other provisions of the Agreement shall remain in full force
and effect.



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.



	 	 	 	 	 	 	 	 	 	 	 
	EPIX MEDICAL, INC.	 	SCHERING AKTIENGESELLSCHAFT
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Michael D. Webb
	 	 	 	By:
	 	/s/ Ulrich Koestlin	 	 
	 

	 	 

Michael D. Webb
	 	 	 	 	 	 

Dr. Ulrich Koestlin
	 	 
	 

	 	Chief Executive Officer
	 	 	 	 	 	Member of the Vorstand	 	 






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Hans Michael Rook	 	 
	 

	 	 	 	 

Hans Michael Rook
	 	 
	 

	 	 	 	Head, Diagnostic Imaging SBU