FIRST AMENDED RESEARCH & DEVELOPMENT AGREEMENT
FIRST AMENDED RESEARCH & DEVELOPMENT AGREEMENT
THIS FIRST AMENDED RESEARCH & DEVELOPMENT AGREEMENT (the “Agreement”) is entered into on June 5, 2010 (the “Effective Date”) by and between Corruven, Inc., a Nevada corporation ("Company") and Corruven Canada, Inc., a New Brunswick, Canada corporation (“Consultant”) (The Consultant and the Company may be referred to hereinafter individually as a “Party” and collectively as the “Parties”).
RECITALS
WHEREAS, on or about January 5, 2010 the Parties entered into the original research and development agreement (the “Original Agreement,” a copy of which has been attached hereto as Exhibit A);
WHEREAS, Section 3 of the Agreement outlines certain research and development payments to be made to the Consultant by the Company;
WHEREAS, due to certain delays in the Research and development of the Patents and related products (as defined in the Original Agreement), the Parties wish to amend and restate Section 3 of the Original Agreement in its entirety;
AGREEMENT
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, the Parties hereto hereby agree to amend and restate Section 3 of the Original Agreement in its entirety as follows:
3. Research & Development Costs. The Company shall deliver to the Consultant the following cash payments payable in United States Dollars (the “R&D Payments”), which shall be used for the sole purpose of Research and development of products deriving from the Patents:
| a. | Waived. No payment fee. |
| b. | $495,982 on or before the second anniversary of the Effective Date; |
| c. | $440,873 on or before the third anniversary of the Effective Date; |
| d. | $385,764 on or before the fourth anniversary of the Effective Date; |
| e. | $330,655 on or before the fifth anniversary of the Effective Date; and |
| f. | $275,5461 on or before the sixth anniversary of the Effective Date and every annual anniversary date following the sixth anniversary date for as long as this Agreement remains effective. |
| 1 | Adjusted annually based upon the Canadian Consumer Price Index as quoted by the Bank of Canada. |
| _______Consultant | _______Company |
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SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date and year first above written.
| CONSULTANT | COMPANY | ||
| CORRUVEN CANADA, INC. | CORRUVEN, INC. | ||
| A New Brunswick corporation | A Nevada corporation | ||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Its: President | Its: Chief Executive Officer |
A FACSIMILE COPY OF THIS AGREEMENT SHALL HAVE THE SAME LEGAL
EFFECT AS AN ORIGINAL OF THE SAME.
| _______Consultant | _______Company |
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EXHIBIT A
Research and Development Agreement
| _______Consultant | _______Company |
| Page 3 of 3 |