EXHIBIT 10.18
THIS SUPPLEMENT NO. 3 TO THE SUBLICENSE AND SUPPLY AGREEMENT (this
"Supplement"), effective as of August 5, 2002 (the "Effective Date") is entered
into by and between TRINITY ASSETS COMPANY LIMITED ("TAC"), a company
incorporated in Thailand, and TRINITY MEDICAL GROUP USA, INC., a Florida
corporation ("TMGUSA"), with respect to the following facts.
A. TRINITY MEDICAL GROUP USA, INC. ("TMGUSA") and TRINITY ASSETS COMPANY
LIMITED ("TAC") entered into a Sublicense and Supply Agreement
("Sublicense and Supply Agreement") dated August 4, 2000, and first
amended through the SUPPLEMENT TO THE SUBLICENSE AND SUPPLY AGREEMENT
dated August 5, 2000, and second amended through the SUPPLEMENT NO. 2
TO THE SUBLICENSE AND SUPPLY AGREEMENT dated June 26, 2002, both
parties hereby agree to amend said Sublicense and Supply Agreements
under the terms and conditions of this agreement.
NOW, THEREFORE, the parties agree as follows:
ARTICLE 1
CONSIDERATION
Article 3.1 of the Supplement No. 2 To The Sublicense and Supply Agreement shall
be deleted in its entirety and restated to read as follows:
Consideration
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3.1 Trinity shall provide the following to TAC as consideration for the addition
of Article 4.4 above and for TAC absorbing 50% of the increase in Product
purchase price allocated to IRC as per Amendment No. 3 to License and
Collaboration Agreement by and between TMGUSA and IRC, dated June 26, 2002:
(i) TMGUSA shall provide to TAC two (2) million shares of IRC stock issued by
IRC in connection with the execution of the Amendment No. 3 to License and
Collaboration Agreement by and between TMGUSA and IRC, dated June 26, 2002, as
soon as administratively practicable after receipt of the IRC stock first by
TMGUSA.
(ii) TMGUSA shall provide to TAC one (1) million shares issued by IRC, as soon
as administratively practicable after receipt of the IRC shares first by TMGUSA,
and only upon receipt of purchase order from TAC and when TAC irrevocably pays
its purchase price to TMGUSA for an accumulated amount of 300,000 doses of
REMUNE.
(iii) TMGUSA shall provide to TAC one (1) million shares issued by IRC, as soon
as administratively practicable after receipt of the IRC shares first by TMGUSA,
and only upon receipt of purchase order from TAC and when TAC irrevocably pays
its purchase price to TMGUSA for an accumulated amount of 600,000 doses of
REMUNE.
(iv) TMGUSA shall provide to TAC one (1) million shares issued by IRC, as soon
as administratively practicable after receipt of the IRC shares first by TMGUSA,
and only upon receipt of purchase order from TAC and when TAC irrevocably pays
its purchase price to TMGUSA for an accumulated amount of 1,000,000 doses of
REMUNE.
IN WITNESS WHEREOF, the parties have executed this Supplement as of the date set
forth above.
For and on behalf of
TRINITY MEDICAL GROUP USA, INC.
By:
/s/ Xxxxx Xxxxxxx /s/ Xxxx Xxxxxxxxxxxxxx
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Xxxxx Xxxxxxx, CEO Xxxx Xxxxxxxxxxxxxx, President
For and on behalf of
TRINITY ASSETS COMPANY LIMITED
By:
/s/ Inthanom Churdboonchart /s/ Orranart Churdboonchart
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Inthanom Churdboonchart Orranart Churdboonchart
