*** Certain information (indicated by an asterisk) has been omitted from this document pursuant to a request for
confidential treatment. The omitted material has been filed separately with the Securities and Exchange
To the Distribution and License Agreement, dated July 19,1999 ("Agreement"), by and between Laboratoires
Fournier S.A. ("Fournier") and Women First Healthcare Inc. ("WFHC") is made this 3rd day of November,
WHEREAS, the parties wish to amend certain provisions of the Agreement.
NOW THEREFORE, in consideration of the premises and of the covenants herein contained, the parties hereto
mutually agree to amend the Agreement as follows :
1. Article 1.5 of the Agreement is deleted in its entirety.
2. The following sentence is added to the end of Article 1.14 of the Agreement:
"Notwithstanding the foregoing, in the case of a Managed Care Organization ("MCO") or Group Purchasing
Organization ("GPO") contract (the financial terms of which are provided to Fournier for review), the aggregate
of any deductions made pursuant to subparagraphs (a) and (b) above shall never exceed *** of such gross
invoiced sales on an annual basis under such MCO or GPO contract."
3. The following sentence is added to the end of Article 3.2 of the Agreement:
"WFHC may defer the payment of the $350,000 set forth in this Article 3.2(d) until November 15, 2001,
provided that each of the following occurs (i) WFHC submits to Fournier the final protocol for at least one phase
IV clinical study prior to November 20, 2000, (ii) Fournier approves of such protocol, in its discretion, in writing,
and (iii) WFHC implements such phase IV clinical study prior to January 15, 2001. In the event of failure of any
of these conditions, then the $350,000 shall become immediately due and payable. Upon receipt by Fournier of
the final protocol from WFHC relating to such study, Fournier will use its reasonable efforts to notify WFHC of
its approval of such protocol or any concern