BIONUTRICS, INC.
0000 X. XXXXXXXXX XX., XXX. 000
XXXXXXX, XX 00000
June 30, 2005
Nostrum Pharmaceuticals, Inc.
000 Xxxxxxxx Xxxxxx, #000
Xxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxxxx X. Xxxxx, Xx.
Re: AMENDMENT TO TECHNOLOGY LICENSE AGREEMENT DATED AS OF MARCH 16, 2005
Ladies and Gentlemen:
This letter agreement serves as an amendment to the Technology License
Agreement (the "Agreement") dated as of March 16, 2005 by and between Nostrum
Pharmaceuticals, Inc. ("Nostrum") and Bionutrics, Inc. ("Bionutrics"), all on
the terms and conditions hereinafter set forth. All terms defined in the
Agreement shall have the same meanings in this letter agreement, unless
otherwise specifically modified in this letter agreement.
The Agreement is hereby amended to provide that Nostrum's rights to
terminate the Agreement pursuant to Section 9.3 of the Agreement shall be
determined in accordance with the provisions of Section 9.3 as of August 31,
2005 (rather than as of than as of June 30, 2005).
The Agreements is hereby amended and supplemented to provide that, if
and to the extent that Nostrum has previously provided, or from time to time
hereafter provides administrative, strategic or operational support to
Bionutrics, or provides research or development services to Bionutrics with
respect to any pharmaceutical product or compound that is not a Product,
Bionutrics shall pay or reimburse Nostrum, within thirty (30) days of
Bionutrics' receipt of Nostrum's invoice therefore (or such later date that the
parties mutually agree upon), Nostrum's reasonable costs and expenses (including
allocable salary, consulting fees, labor and materials) incurred in connection
with the provision of such services or support together with such costs and
expenses that Nostrum may have incurred prior to the Effective Date.
This letter agreement shall be effective and become binding when any
one or more counterparts hereof, individually or taken together, shall bear the
signatures of each of the parties hereto and is delivered to the other party in
accordance with Section 11.2 of the Agreement. This letter agreement shall be
considered a part of the Agreement for all purposes, and unless amended by the
terms of this letter agreement, the terms and conditions of the Agreement and
the parties' First and Second Stock Purchase Agreements shall remain in full
force and effect.
Very truly yours,
BIONUTRICS, INC.
By: /s/ Xxxxxx Xxxxxx Lane
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Xxxxxx Xxxxxx Xxxx
President
