AMENDMENT TO CONSULTING AGREEMENT
AMENDMENT
TO
THIS
AMENDMENT TO CONSULTING AGREEMENT (“Amendment”)
is
made as of January 23, 2006, by and among Cleveland BioLabs, Inc., a Delaware
corporation (the “Company”), and
Xx.
Xxxxxx Xxxxxx (the “Consultant”).
Capitalized terms not otherwise defined herein shall have the meaning ascribed
to such terms in the Consulting Agreement.
R
E C I T A L S
WHEREAS, the
Company and the Consultant have entered into that certain Consulting Agreement,
dated as of August 1, 2004 (the “Consulting
Agreement”); and
WHEREAS, the
Company and the Consultant wish to amend and restate Section 2 in its entirety,
the first sentence of Section 3 of the Consulting Agreement in its entirety
and
Section 4 of the Consulting Agreement as provided below;
NOW,
THEREFORE, for
good
and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Section
2.
Section
2 of the Consulting Agreement is hereby amended and restated in its entirety
to
read as follows:
“2. Term.
This
Agreement shall commence on the date hereof and shall continue until December
31, 2008 (the “Consultation Period”), unless earlier terminated in accordance
with the provisions of Section 4.”
2. Section
3. Section
3
of the Consulting Agreement is hereby amended and restated in its entirety
to
read as follows:
“3. Compensation.
Company
will pay to a consultant a monthly fee of $5,833.33 based on a work load of
approximately 25 hours per month.”
3. Section
4. The
sentence of Section 4 which reads “Either party may terminate the Agreement,
without cause, upon 30 days notice in writing to the other party” is hereby
deleted and Section 4 of the Consulting Agreement is hereby amended and restated
in its entirety to read as follows:
“4. Termination.
The
Company may terminate the Consultation Period, effective immediately upon
receipt of written notice, but only if the Consultant (a) breaches or threatens
to breach any provision of Section 6, (b) engages in any malfeasance,
misconduct, or conduct likely to cause reputational harm to the Company, (c)
enters into a relationship with any third party which creates a conflict of
interest with his Consulting Services for the Company, or (d) dies or becomes
physically or mentally disabled such that, in the Company’s reasonable judgment,
he cannot perform the duties contemplated hereunder, and any such termination
under (a), (b), (c) or (d) shall be deemed “for cause” termination. Following
termination, the Company shall pay all fees owing for services rendered prior
to
the termination date, as such fees become payable.”
4. No
Amendment or Waiver. The
execution, delivery and effectiveness of this Amendment shall not constitute
an
amendment or waiver of any other provision of the Consulting Agreement. The
terms of the Consulting Agreement not affected, modified or changed by this
Amendment shall remain in full force and effect.
5. References. Each
reference in the Consulting Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein”, or words of like import shall mean and be a reference to the
Consulting Agreement as amended hereby, and each reference to the Consulting
Agreement in any other document, instrument or agreement shall mean and be
a
reference to the Consulting Agreement as amended hereby.
6. Counterparts. This
Amendment may be executed in two counterparts, each of which shall be deemed
an
original, but both of which together shall constitute one and the same
instrument. Facsimile signatures shall be accepted as originals.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the
undersigned or each of their respective duly authorized officers or
representatives have set their hands hereunder effective upon the date
referenced-above.
THE
COMPANY:
Cleveland
BioLabs,
Inc.,
a
Delaware corporation
/s/Xxxxxxx
Xxxxxxxx
By: Xxxxxxx
Xxxxxxxx
Its: President
and Chief Executive Officer
THE
EXECUTIVE:
/s/Xxxxxx
Xxxxxx
By: Xxxxxx
Xxxxxx
