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ADDENDUM EXHIBIT 10.11
TO THE LICENCE & DISTRIBUTION AGREEMENT, entered into between BIOKIT, S.A. on
February 20, 1996, and ACCUMED INTERNATIONAL, INC. on March 7, 1996.
Xx. Xxxx Xxxx Zarroca, on behalf and in representaion of BIOKIT, S.A., a
corporation duly formed and validly existing under the laws of the Kingdom of
Spain, with registered offices in Can Xxxx, x/x 00000 Xxxxx x'Xxxxx, Xxxxxxxxx,
Xxxxx.
Xx. Xxxxx Xxxxxxxx (Ceo/Chairman), on behalf and in representation of ACCUMED
INTERNATIONAL, INC., a corporation duly formaed and organized and validly
existing under the laws of Delaware, with registered offices at 000 X. Xxxxxxxx
Xxxxx 000, Xxxxxxx, Xxxxxxxx, Xxxxxx Xxxxxx of America.
The parties recognize each other capacity to act herein and
AGREE
One. BIOKIT and ACCUMED agree to amend paragraph 3.2 of Article III of the
Licence & Distribution Agreement entered into between BIOKIT on February 20,
1996, and ACCUMED on March 7, 1996 (hereinafter the "AGREEMENT"), whereby the
said paragraph shall herinafter read as follows:
"Such amount shall be paid by ACCUMED as follows:
A) 25,000$ upon the signature of the Agreement.
B) 50,000$ upon delivery of the complete software code, tapes, and
documentation to ACCUMED.
C) 25,000$ on December 31, 1997.
D) 50,000$ on April 30, 1998.
The parties recognize that the amounts mentioned in letter A) and B)
have been duly paid by ACCUMED."
Two. BIOKIT and ACCUMED agree to amend paragraph 7.1 of Article VII of the
AGREEMENT, whereby the said paragraph shall hereinafter read as follows:
"ACCUMED shall pay to BIOKIT the following royalties:
five per cent (5%) of the NET SALES of the SYSTEM to AFFILIATES, distributors or
customers up to the initial one million US$ (1,000,000$); and
four per cent (4%) of the NET SALES of the SYSTEM to AFFILIATES, distributors or
customers on the excess of the first one million US$ (1,000,000$).
Royalties shall be due starting as of the First Use and for the whole
term of this
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Agreement."
Three. BIOKIT and ACCUMED agree to amend paragraph 7.2 of Article VII of the
AGREEMENT, whereby the said paragraph shall hereinafter read as follows:
"During the first four years ACCUMED undertakes to pay to BIOKIT the
following minimum royalties:
Year Without FDA approval With FDA approval
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1 US$20,000 US$35,000
2 US$40,000 US$65,000
3 US$55,000 US$85,000
4 US$60,000 US$90,000
For the purposes of this Agreement the term "Year" shall mean, for the
first year, the period comprised between the last day of the month in
which the FIRST USE occurs and the same day of the following year.
Following years shall mean the 12 month period following the end of the
previous year."
Four. BIOKIT and ACCUMED expressly declare that the rest of the AGREEMENT shall
be deemed to be valid and in force.
IN WITNESS WHEREOF, the parties hereto have executed this document by their duly
authorized officers on the last date mentioned below.
BIOKIT ACCUMED
By: BIOKIT S.A. By: ACCUMED INTERNATIONAL, INC.
Name: Xxxx Xxxx Zarroca Name: Xxxxx Xxxxxxxx
Date: Date:
Place: Barcelona (Spain) Place: Chicago, Illinois (USA)
