Xxxxxxx X. XxXxxxx, Ph.D.
Executive Vice President
Medical Imaging
[DuPont Logo]
Life Sciences Enterprise
DuPont Pharmaceuticals Company
October 29, 1998
X. Xxxxxx Xxxxxx, Ph.D.
President & CEO
Cytogen Corporation
000 Xxxxxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000-0000
Dear Xxx:
This Addendum To The Letter Agreement ("Addendum"), effective on
the date just shown above, is intended to confirm our mutual
agreement to modify the Letter Agreement between our companies
dated June 3, 1998, which Letter Agreement was modified pursuant
to a letter signed by both parties dated October 2, 1998
(together, the "Letter Agreement"). The parties hereto agree to
modify the Letter Agreement as follows:
1. Term. The term of the Letter Agreement shall continue until
the earlier of December 31, 1998 or the commencement of
marketing of Quadramet by Berlex.
2. Manufacture of Quadramet . From November 1, 1998 and
continuing for the term hereof, DuPont shall continue to
manufacture, distribute and provide technical support for
Quadramet at the same level and in the same manner as it
has since the effective date of the Letter Agreement. As
consideration for XxXxxx'x efforts hereunder Cytogen shall
pay DuPont (i) the first $205,000 of revenue received from
sales of Quadramet in each month and (ii) fifty percent
(50%) of revenue from sales exceeding $410,000. For
example, if sales of Quadramet during the month of November
are $245,000, then Cytogen will pay DuPont $205,000 and
retain $40,000. As further example, if sales are $450,000,
then Cytogen will pay DuPont $205,000 + $20,000 = $225,0000
and retain $205,000 + $20,000 = $225,0000 for itself.
Payments under this Section 2 will be due within fifteen
(15) days following the end of each month during the term
hereof.
3. Payment. As consideration for DuPont's activities under
Section 2(b) of the Letter Agreement, and as full accord and
satisfaction of the payment due DuPont under Section 3(b) of
the Letter Agreement, Cytogen shall pay DuPont four million
dollars ($4,000,000) as follows:
(i) three million dollars ($3,000,000) on the signing of a
Manufacturing and Distribution Agreement by Berlex, Cytogen
and DuPont and;
(ii) one million dollars ($1,000,000) on February 15, 1999.
X. Xxxxxx Xxxxxx, Ph.D
October 29, 1998
Page -2-
4. Indemnification. Cytogen hereby agrees to indemnify and
hold harmless DuPont, its officers, agents, and employees,
from and against any and all loss, damage, claim, injury,
cost or expense, including reasonable attorneys' fees and
expenses of litigation ("Claims"), which results from any
sale, use or disposition of Product, including, Claims
arising in connection with patent infringement, trademark
infringement, product liability theories, or any illness or
personal injury, including death, or property damage. The
parties agree that this Article 4 shall be effective and in
force from June 3, 1998.
If the foregoing is in accordance with your understanding, please
indicate your agreement by signing in the space provided in the
enclosed copy of this letter and promptly return it to us.
Very truly yours,
DUPONT PHARMACEUTICALS COMPANY
By: /s/ Xxxxxxx X. XxXxxxx
----------------------
Accepted and Agreed:
CYTOGEN CORPORATION
By: /s/ X. Xxxxxx Xxxxxx
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