AMENDMENT TO STOCK OPTION AGREEMENT
AMENDMENT
TO
This
Amendment to Stock Option Agreement (this
“Amendment”),
is
made and entered into as of June 13, 2008, by and between VioQuest
Pharmaceuticals, Inc., a Delaware corporation (the “Company”),
and
______________ (“Optionee”).
BACKGROUND
A. WHEREAS,
the Company and Optionee entered into that certain Stock Option Agreement,
dated
as of _______________ (the “Agreement”),
pursuant to which the Company granted Optionee options under its 2003 Stock
Option Plan (the “Plan”)
to
purchase up to an aggregate of __________ shares of the Company’s common stock,
$.001 par value per share (the “Common
Stock”),
at an
exercise price of $______ per share;
B. WHEREAS,
the parties hereto hereby agree to amend the exercise price of the option
subject to the Agreement as set forth in this Amendment.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein and certain other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby amend
the
Agreement as follows:
1. Amendment
of Exercise Price.
Notwithstanding anything to the contrary contained herein, from and after the
date hereof, the per share exercise price applicable to the Shares subject
to
the Option shall be $0.54, subject to adjustment as provided in the
Plan.
2.
Miscellaneous.
(a) Entire
Agreement.
This
Amendment, the Agreement and the Plan embody the entire agreement and
understanding of the parties hereto in respect of the subject matter contained
herein. This Amendment supersedes all prior agreements and the understandings
between the parties with respect to the subject matter contained
herein.
(b) Defined
Terms.
Except
as otherwise expressly provided, or unless the context otherwise requires,
all
capitalized terms used herein have the meanings ascribed to them in the
Agreement.
(c) Counterparts.
This
Amendment may be executed in any number of counterparts, each of which shall
be
deemed an original, but all of which shall constitute but one and the same
document.
(d) Ratification
and Reaffirmation of Agreement.
Except
as expressly set forth herein, this Amendment shall not by implication or
otherwise alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Agreement,
all
of which are ratified and affirmed in all respects and shall continue in full
force and effect.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.
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By:
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Xxxxxxx
Xxxxxx, M.D.
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Its:
CEO and President
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Optionee:
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