EXHIBIT 4.12
YORK
MEDICAL INC.
YORK MEDICAL INC.
0000 Xxxxxxx Xxxxx
Xxxx. 00, Xxxxx 000
X0X 0X0
Tel: (000) 000-0000
Fax: (000) 000-0000
Internet: xxxxxxx@xxxxxx.xxxxx.xx
November 23, 1995
CIMYM INC.
0000 Xxxxxxx Xxxxx
Xxxxxxxx 00, Xxxxx 000
Xxxxxxxxxxx, Xxxxxxx X0X 0X0
Dear Sirs:
We refer to the assignment and assumption agreement dated as of November 22,
1995 among CIMYM INC. and York Medical Inc. ("YMI") pursuant to which YMI
assigned to CIMYM INC. all of YMI's right, title and interest in and to the
Licensing Agreement (as defined therein).
YMI agrees to conduct or arrange for the conduct of the appropriate studies and
clinical trials of the products and processes to which CIMYM INC. was assigned
rights under the Licence Agreement, and to pay, or cause to be paid, the cost of
any such studies and trial so conducted, subject to reimbursement by CIMYM INC.
as described below. YMI shall, in agreement with CIMYM INC., determine the
nature and protocol of any study or trial so conducted. Notwithstanding the
foregoing, YMI shall have no obligation to conduct or arrange for the conduct of
any study or trial where such study or trial would be commercially or
scientifically unreasonable in the circumstances, as determined by YMI in its
sole discretion. In addition, YMI shall pay the initial organizational expenses
and the administrative expenses of CIMYM INC. which expenses shall constitute
expenses to be included in the calculation of the "Net Revenues" described in
the Licence Agreement between CIMYM INC. and YMI.
Yours very truly,
York Medical Inc
by:
-----------------------------
Xxxxx X.X. Xxxxx
Chairman
Accepted and agreed to as of November 23, 1994.
CIMYM INC.
by:
-----------------------------------------
by:
-----------------------------------------
on behalf of YMI's Nominee
duly authorized to sign
by:
-----------------------------------------
on behalf of CIMAB S.A's Nominee
duly authorized to sign
