FOURTH AMENDMENT TO LETTER OF INTENT
EXHIBIT
10.7
FOURTH
AMENDMENT TO LETTER OF INTENT
It
is
hereby agreed as of June 30th, 2006 by and between Quick Med Technologies,
Inc.
(“Quick Med”) and Engelhard Long Island, Inc. (“Engelhard”) (collectively
referred to as “the parties”) that:
1. Reference
is hereby made to the Letter of Intent effective February 1, 2006 (the “Original
LOI) entered into between Engelhard and Quick Med, as amended by the First
Amendment to Letter of Intent, the Second Amendment to Letter of Intent and
the
Third Amendment to Letter of Intent (as amended, the “LOI’).
2. Sections
2,3 and 4 of the LOI are hereby amended by deleting the date “June 30, 2006” and
replacing it with the date “August 1, 2007” For sake of clarity, this amendment
is equivalent in all respects to an amendment of Sections 2, 3 and 4 of the
Original LOI (or unamended) achieved by deleting the date “April 28th, 2006” and
replacing it with the date “August 1, 2007”.
3. Section
3.b is hereby amended by replacing “Year 1” in the first sentence of Section 3.b
with “Year 1 and Year 2” and by adding the following sentence to the end of
Section 3.b:
“The
royalties set forth in this Section 3 b shall be in lieu of any financial and
other Milestone obligations and treatments of Windfalls, as set forth in Section
2.2 and Schedule B of the Development Agreement, which would otherwise have
incurred or be incurred on or after February 1, 2006 pursuant to the Development
Agreement.”
4. Section
3
shall be amended by adding new Section 3.c. as follows:
“3.c.
Licensee shall immediately pay to QMT $166,500 and in consideration therefor,
Licensor hereby transfers to Licensee all of Licensor’s rights, title and
interests to the Engelhard IP developed by Licensee which were assigned to
Licensor pursuant to Section 4.2 of the Master Agreement for Product
Development, Manufacturing and Distribution dated August 15, 2002 (the “Master
Agreement”). Notwithstanding the foregoing, the Licensed Compound and any
derivative, variation, improvement or modification to the Licensed Compound
developed either before or after the date hereof by Licensee shall not be
considered Engelhard IP and all rights, title and interests of Licensee thereto
is and shall be exclusively assigned by Licensee to Licensor including, without
limitation, pursuant to Section 4.2 of the Master Agreement.”
5.
Except
as
amended hereby, the LOI is hereby ratified and confirmed in its
entirety.
WITNESS
the execution hereof as of the date first above written.
ENGELHARD
LONG ISLAND, INC.
By:__/s/
Xxxxxx Ceccoli_____________________________________
Title: Global
Director, Personal Care Materials
Title:
QUICK
MED
TECHNOLOGIES, INC.
By:___/s/
Xxxxxxx Granito___________________________________
Title: Chairman:
