Exhibit 10.124
AMENDMENT TO THE FINAL ARBITRATION
AWARD
This Amendment to
the Final Arbitration Award, having an effective date of
November 3, 2003, is by and between Cygnus, Inc. (hereinafter
“Cygnus”), a Delaware corporation, having a principal
place of business at 400 Penobscot Drive, Redwood City, California,
94063, USA, and Sanofi~Synthelabo (hereinafter
“Sanofi-Synthelabo”), a corporation incorporated
pursuant to the laws of France, having its principal place of
business at 174, avenue de France, 75635 Paris Cedex 13,
France.
WITNESSETH
WHEREAS
:
A. A Final Award was issued by
the International Chamber of Commerce (ICC) on
December 11, 1997 relating to a dispute between Cygnus and
Sanofi~Synthelabo; and
B. Under Section (3)(I)(C)(2)and
(3)(II)(A) of the Final Award certain royalty payments are due to
be paid for the years 2003, 2004, and 2005; and
C. Cygnus is currently in
litigation with Sankyo Pharma Inc. and Sankyo Co., Ltd. relating to
breach of its exclusive U.S. sales, marketing and distribution
agreement; and
D. The parties now wish to amend
the Final Award as to the timing of these certain royalty payments,
as set forth below;
NOW, THEREFORE
, for good and valid consideration,
Cygnus and Sanofi~Synthelabo agree to the following terms and
conditions set forth herein:
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I.
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Section (3)(I)(C)(2) is hereby
amended so that the royalty payments for the years 2003, 2004, and
2005 shall be as follows:
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$4,000,000 for the year 2003 shall
be due on or before February 28, 2005;
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$4,000,000 for the year 2004 shall
be due on or before February 28, 2006;
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$4,000,000 for the year 2005 shall
be due on or before February 28, 2007.
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II.
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Provided, however, in the event that
Cygnus receives a lump sum cash payment from Sankyo Pharma Inc.
and/or Sankyo Co., Ltd. in the amount of greater than or equal to
$25 million but less than or equal to $50 million, then
the royalty payments for the years 2003, 2004, and 2005 shall be as
follows:
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$500,000 shall be due within ten
(10) days from receipt of such payment;
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