Section 8A. 02 Conduct of Business..................................... 14 ARTICLE 9 RECORDS, FEES AND OWERSHIP OF PREMIUMS........................ 14 Section 9.01 Records................................................. 14 Section 9.02 Fees.................................................... 14 Section 9.03 Ownership of Premiums................................... 14 Section 9.04
Section 8A. Section 8(a) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
Section 8A. 4 Limitation on Resignation of the Backup Servicer................................76 SECTION 8A.5 Rights in Respect of the Backup Servicer........................................76 SECTION 8A.6 Termination.....................................................................76 SECTION 8A.7 Resignation or Termination of Backup Servicer...................................77 SECTION 8A.8 Backup Servicing Fee............................................................77 SECTION 8A.9 Indemnity.......................................................................77 SECTION 8A.10
Section 8A. Section 8(a) of the CEO Agreement shall be amended as follows:
(i) by deleting the reference in the first sentence to “Section 7(a)(vi)” and replacing it with “Sections 7(a)(vi) and 7(g)(v)”;
(ii) by deleting the reference in the fourth sentence to “Section 7(a)(i) - (v)” and replacing it with “Sections 7(a)(i) - (v) and 7(g)(i) - (iv)”; and
(iii) by deleting the reference in the fourth sentence to “Section 7(a)(vi)” and replacing it with “Sections 7(a)(vi) and 7(g)(v)”.
Section 8A. Organization...................................................................................47
Section 8A of the Principal Agreement shall be deleted and the following shall be substituted therefor: “In consideration for the License granted herein, and during the Payment Term, CORPORATION shall make the following payments to SAMSF:
(i) With respect to each Licensed Product, CORPORATION shall pay to SAMSF a royalty of *** of Net Sales of CORPORATION and a royalty of *** of Net Sales of each sublicensee of CORPORATION, provided always as follows:
(A) If at any time on or after January 1, 2009 any Licensed Product is in clinical development for any disease indication, but no Licensed Product is then being sold commercially as an approved drug, CORPORATION shall pay an annual minimum royalty payment of fifty thousand dollars ($50,000) or a proportionate part thereof for the relevant part of the first applicable year if such condition is satisfied after January 1 in such year.
(B) If at any time on or after January 1, 2009 there is no Licensed Product in clinical development for any disease indication and/or if at any time on or after January 2009 any Licensed Product is being sold commercially as an approved drug, CORPORATION shall pay an aggregate annual minimum royalty payment of one hundred and fifty thousand dollars ($150,000) or a proportionate part thereof for the relevant part of any applicable year if the condition contained in paragraph A above or the second condition contained in this paragraph (B) is satisfied after January 1 in such year.
(C) All minimum royalty payments shall be credited against the percentage royalty payable with respect to Net Sales for the year for which the minimum royalty is due but may not be credited against any percentage royalties payable in respect of Net Sales in any other year.
(D) Minimum royalty payments shall be made as specified in Section 8b. hereof except that, if the royalty payments based on Net Sales paid pursuant to Section 8.a. hereof for the first six (6) months of the year exceed the minimum royalty payment for that year, no further minimum royalty payment shall be made for that year.
(E) CORPORATION shall inform SAMSF in writing of the Date of First Commercial Sale with respect to each Licensed Product in each country as soon as practicable after such First Commercial Sale is made.
(ii) CORPORATION shall make the following further payments to SAMSF:
(A) In connection with Alzheimer’s Disease (“AD”), subject to the provisions of Sections 8(a)(ii)(C), (D) and (E) hereof:
(1) On the execution of this Amendment, ...
Section 8A. Section 8A(a) of the Agreement is amended by adding thereto new subsections (v) and (vi) to read in their entirety as follows:
Section 8A. (v)(A) of the Agreement is hereby amended to add the following at the end thereof: “payable in accordance with normal payroll practices;”
4. Section 8a.(v)(B) of the Agreement is hereby amended to add the following at the end thereof: “payable at the time bonuses for such year are paid to the Company’s other Executives but no later than March 15th of the calendar year following the end of the fiscal year to which the bonus relates;”
5. Section 8a.(v)(C) of the Agreement is hereby amended to add the following at the end thereof: “and any other reimbursements, if any, due hereunder when due hereunder;”
6. Section 8a.(v)(D) of the Agreement is hereby amended by adding the phrase “payable in accordance with the terms of such plans” immediately following the words “as modified herein.”
7. Section 8a.(v)(F) of the Agreement is hereby amended to add the following at the end thereof right before the definitional parenthetical phrase: “, payable, subject to Section 18b., sixty (60) days following such termination.”
8. Section 8b.(ii)(B) of the Agreement is hereby amended and restated in its entirety to read as follows: “(B) receive, subject to Section 18b., Executive’s continued compliance with the provisions of Sections 8, 9 and 10 hereof and execution and delivery (and any revocation period having expired) of a release substantially in the form attached hereto as Exhibit A within sixty (60) days following termination, an amount equal to two (2) times the sum of the Base Salary and the target Annual Bonus, in each case as in effect immediately prior to such termination, payable in a lump sum to Executive on the sixtieth (60th) day following such termination.”
9. Section 8b.(ii)(D) of the Agreement is hereby amended and restated in its entirety to read as follows:
Section 8A. 3.2 is hereby amended to add the following sentence at the end thereof: “Upon the retirement of each of Units 1, 2 and 3, this Section 8A.3.2 shall be of no force and effect.”
Section 8A. Advance Scheduling of Overtime . 9 Section 8B. Right to Assign Qualified Personnel . . . . . . . . . . . . . . . . 9 Section 9. Holiday Pay. . . . . . . . . . . 10 Section 10. Reporting for Work and Not Used. 10
