Amendment to Paragraph 1. Paragraph 1 of the Stock Exchange Agreement is hereby amended to read in its entirety as follows: "At Closing (as hereinafter defined), the stockholders of Matrix listed on Schedule I (the "Stockholders") will deliver to AvTel 3,860,987 properly endorsed, unencumbered shares of Matrix common stock, representing 100% of the outstanding Matrix common stock, in exchange for 9,582,514 shares of common stock of AvTel, after giving effect to the Merger and Reverse Stock Split (defined below), which will not be registered under the Securities Act of 1933, as amended."
Amendment to Paragraph 1. Paragraph 1 of the Agreement is hereby deleted in its entirety and replaced with the following language:
Amendment to Paragraph 1. 1. Paragraph 1.1 of the Loan Agreement is amended to read as follows:
Amendment to Paragraph 1. 19. Paragraphs 1.19 of the Loan Agreement is deleted and the following is substituted in its place:
Amendment to Paragraph 1. 9. Paragraph 1.9 of the Agreement is hereby amended and restated to read in its entirety as follows:
Amendment to Paragraph 1. 5. Clauses (iii) of the first paragraph of paragraph 1.5 of the Merger Agreement is hereby amended by deleting the amount “$4.4 million” and substituting in lieu thereof the amount of “$4,552,250.”
Amendment to Paragraph 1. 7. Paragraph 1.7 of the Agreement is hereby amended to add the following new paragraph after the existing definition of Net Sales: “With respect to a Licensed Product that contains an active ingredient covered by the Patent Rights in combination with one or more other Active Ingredients (collectively, a “Combination Product”), Net Sales shall be calculated by multiplying the Net Sales of such Combination Product, calculated in accordance with the preceding paragraph, by the fraction A/B, where “A” is the price of the Licensed Product included in such Combination Product when sold separately from any other Active Ingredient in such Combination Product, and “B” is the price of the Combination Product. In the event that no market price is available for the Licensed Product included in such Combination Product when supplied or priced separately, UNIVERSITY and LICENSEE shall determine in good faith the fair market value thereof. For purposes of this paragraph, “Active Ingredient” shall mean a therapeutically active ingredient that (a) is not covered by the Patent Rights, and (b) has a different therapeutic activity than the active ingredient covered by the Patent Rights, and (c) can be sold separately as a therapeutic product.”
Amendment to Paragraph 1. Paragraph 1 of the Promissory Note is hereby amended to reflect the repayment of $1,000,000.00 in principal on the Loan, such that the aggregate outstanding principal on the Loan shall be $2,000,000.00.
Amendment to Paragraph 1. PARAGRAPH 1 of the Loan Agreement shall be and 2 is hereby amended to add the following sentence to the end thereof: "Borrower agrees that for a period of not less than thirty (30) consecutive days during each calendar year, Borrower shall have repaid the entire outstanding principal balance of the Revolving Line of Credit, together with all accrued but unpaid interest thereon."
Amendment to Paragraph 1. The Parties hereby amend Paragraph 1 of the Agreement by deleting the words “and the EHA” from the second and third sentences thereof.
