EXHIBIT 10.17
AMENDMENT
This is an Amendment ("Amendment") dated August 3, 1998, to that
certain Agreement dated April 6, 1998 by and between Entropin, Inc.
("Entropin"), a Colorado corporation and Western Center for Clinical
Studies, Inc. ("WCCS"), a California corporation.
Article IV of the Agreement entitled "COMPENSATION TO WCCS" is hereby
amended to include the following provision:
4.3 ACCELERATION OF COMPENSATION: In the event that WCCS performs all
of the terms and conditions of this Agreement for which it is
obligated prior to January 5, 2001 (the "Completion Date"): (i)
all payments pursuant to Section 4.1 shall be accelerated to the
Completion Date; and, (ii) the Exercise Date of any stock options
set forth in Section 4.2 which is subsequent to the Completion
Date shall be accelerated to the Completion Date.
Article VI of the Agreement entitled "DIRECTORS AND OFFICERS LIABILITY
INSURANCE" is hereby amended as follows:
6.1 DIRECTORS AND OFFICERS LIABILITY INSURANCE: During the Term,
Entropin shall maintain directors and officers insurance in the
aggregate amount of not less than Three Million Dollars
($3,000,000.00). Such directors and officers insurance policy
shall be a claims made policy. If at any time the directors and
officers insurance policy required hereby is not in effect, none
of WCCS personnel, Xxxxxx X. Xxxxxxxx, M.D., Xxx X. Xxxxxxxx,
Ph.D., or Xxxx Xxxxxx, Ph.D., shall have any obligation or duty
to
perform any services for Entropin in their capacity as an officer
or director as contemplated by paragraph 3.2 of this Agreement.
Entropin agrees to maintain "tail" insurance covering Drs.
Azarnoff and Xxxxxx for not less than two (2) years after the
termination of this Agreement.
6.2 INDEMNIFICATION: WCCS agrees to indemnify, defend, and hold
harmless Entropin, its employees, subcontractors or agents, for
any and all claims, demands and expenses, including litigation
costs, arising out of, or in any way resulting from or connected
with the services or work provided by WCCS, its employees,
subcontractors or agents.
It is agreed that this indemnity agreement shall include any
claim, demand or expense incurred arising out of, resulting from
or in any way connected with the services provided by WCCS, its
employees, subcontractors or agents for which WCCS, its
employees, subcontractors, or agents is solely legally liable.
It is agreed that WCCS shall carry a general liability policy and
a products liability policy, each naming Entropin, its employees,
subcontractors and agents as additional Insureds. The policies
shall be in force for a period of not less than two (2) years
after the termination of the Agreement and shall have limits of
not less than $2 million dollars. It is the responsibility of
WCCS to provide Entropin with the Certificate of Insurance and
certified copies of the policies. In the event that the
aggregate limit of either policy is reduced below the agreed
limit of $2 million dollars, it is the responsibility of WCCS to
purchase additional limits to comply with the terms of this
Agreement.
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IN WITNESS WHEREOF, the undersigned have entered into this AMENDMENT
effective August 3, 1998.
WESTERN CENTER FOR CLINICAL
STUDIES, INC. ENTROPIN, INC.
By: /s/ XXXX XXXXXX By: /s/ XXXXXXX X. XXXXXX
-------------------------- --------------------------
Xxxx Xxxxxx Xxxxxxx X. Xxxxxx
President Chairman
Date: 8/3/98 Date: 8-3-98
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