First Amendment of The License And Supply Agreement

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY " [*]" . CONFIDENTIAL INFORMATION OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

EXHIBIT 10.2


FIRST AMENDMENT OF THE LICENSE AND SUPPLY AGREEMENT BY AND BETWEEN

BASF AKTIENGESELLSCHAFT AND AMVAC CHEMICAL CORPORATION


BASF Aktiengesellschaft (" BASF" ) and AMVAC Chemical Corporation (" AMVAC" ) entered into the above-referenced License and Supply Agreement (the " LSA" ) effective as of the last date on which this first amendment (the " First Amendment" ) is fully executed. Capitalized terms used but not defined herein are defined in the LSA.

BASF and AMVAC (each, a " Party" and collectively, the " Parties" ) now desire to amend Sections 1.23, 1.40, 5.4(A)(i), 5.4(B), and 7.1(A) as well as Article XII of, and to add a new Section 5.4(D) to, the LSA via this First Amendment as follows:


1. The Parties agree that Section 1.23 of the LSA is hereby deleted in its entirety and replaced with the following:

1.23 " Effective Date" means the last date on which this Agreement is fully executed.

2. The Parties agree that Section 1.40 of the LSA is hereby deleted in its entirety and replaced with the following:


1.40 [ INTENTIONALLY OMITTED ]


3. The Parties agree that Section 5.4(A)(i) of the LSA is hereby deleted in its entirety and replaced with the following:

5.4 Forecasts and Ordering.


A. Registration/Commercialization is Expected by [*].

(i) [*] Contract Year During Which Commercialization is Expected to Occur . AMVAC expects to obtain an Initial Registration and to commence Commercialization by [*]. Accordingly, but subject to the provisions of Section 5.4(D), AMVAC shall undertake the following:


(a) AMVAC shall place its [*] order for [*] of Compound TGAI on the Effective Date and specify in such order the desired delivery date (in accordance with the provisions of subsection (b) immediately following) and US port of entry; and

(b) If BASF does not take delivery of any Compound TGAI and/or Products for sale outside the Territory, then AMVAC shall take delivery, in accordance with the provisions of Section 5.10, of [*] of Compound TGAI to which the immediately preceding subsection (a) refers no later than [*] and the remaining [*] of such Compound TGAI no later tha n [*] ; provided , however , that AMVAC shall have the right under this Section 5.4(A)(i)(b) to postpone the delivery date of such Compound TGAI up to [*], and, if such right to postpone is invoked, AMVAC agrees that it shall reimburse BASF for [*] costs, as well as the [*] for Inventory (as hereinafter defined), that BASF incurs with respect to such Compound TGAI for the duration of any such postponement period. As used herein and hereafter in this Agreement, " [*] for Inventory" means that amount equal to [*].


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4. The Parties agree that Sections 5.4(B)(i) of the LSA is hereby deleted in its entirety and replaced with the following:


(i) [*] Contract Year During Which Commercialization is Expected to Occur . If AMVAC expects to obtain an Initial Registration and to commence Commercialization after [*], then for the [*] Contract Year during which Commercialization is expected to occur AMVAC shall:

(a) submit its [*] forecast for Products to BASF no later than [*] (or such other mutually agreed date);

(b) place its [*] order for Compound TGAI and/or Products no later than [*] (or such other mutually agreed date), which firm order shall be [*] of the aforesaid [*] forecast and wherein the desired delivery date and US port of entry are specified; and

(c) take delivery, in accordance with the provisions of Section 5.10, of Compound TGAI and/or Products during a mutually agreed date.


5. The Parties agree to add the following as Section 5.4(D) to the LSA:

D. AMVAC' s Options with respect to its Requirements for the [*] Contract Year During Which Commercialization is Expected to Occur and Applicable Agreement Provisions .


(i) AMVAC Does Not Exercise either Option under Section 5.4(D)(ii) . For the avoidance of doubt, the Parties acknowledge and agree that it AMVAC does not exercise either option under Section 5.4(D)(ii), the provisions of Section 5.4(A)(iii) shall remain in full force and effect and the provisions of Section 5.4(A)(ii) and 5.4(B) shall be deemed inapplicable.


(ii) AMVAC' s Options re: its Requirements for the [*] Contract Year During Which Commercialization is Expected to Occur . AMVAC shall have the right, but not the obligation, to exercise either the options set forth in subsection (a) of this Section 5.4(D)(ii) or the option set forth in subsection (b) of this Section 5.4(D)(ii), subject to the provisos contained in each such subsection:


(a) Cancellation . For the period commencing [*], AMVAC shall have the right, but not the obligation, to cancel the order placed by it pursuant to its obligations under Section 5.4(A)(i)(a) provid ...