AMENDMENT #2 TO EXCLUSIVE LICENSE AND SUPPLY AGREEMENT
Exhibit
10.3
AMENDMENT
#2 TO EXCLUSIVE LICENSE AND SUPPLY AGREEMENT
This
Amendment #2 to Exclusive License and Supply Agreement (“Amendment
#2”)
is
made and entered into on the 19th
day of
July, 2006 (the “Effective
Date”)
by and
between OXIS International, a Delaware corporation (“OXIS”),
located at 0000 X. Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000 and HaptoGuard,
Inc., a Delaware corporation, located at Park 00 Xxxx, Xxxxx XX, Xxxxx 000,
Xxxxxx Xxxxx, XX 00000 (“HaptoGuard”).
WHEREAS,
OXIS
and HaptoGuard entered into a License and Research Agreement effective on
September 28, 2004 (the “Original
Agreement”);
WHEREAS,
OXIS
and HaptoGuard entered into an Amendment to Exclusive License and Supply
Agreement on March 22, 2005 (together with the Original Agreement, the
“Agreement”);
WHEREAS
the
parties wish to amend the Agreement and incorporate therein the terms and
conditions stated below. Capitalized terms used in this Amendment #2 that are
no
otherwise defined herein shall have the respective meanings set forth in the
Agreement.
NOW
THEREFORE,
the
parties hereby agree as follows:
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1.
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Section
5 of the Agreement is hereby amended by deleting the third paragraph
of
Section 5 of the Agreement and inserting in lieu thereof the following
paragraph:
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“In
the event that HaptoGuard should fail to comply with the timelines
set
forth on Exhibit C, OXIS will allow a six- (6-)month extension for
each
task upon the payment of One Hundred Thousand US Dollars ($100,000)
to
OXIS. Thereafter, OXIS will allow up to three (3) three- (3-)month
extensions for each task upon the payment of Fifty Thousand US Dollars
($50,000) to OXIS for each extension, and thereafter, OXIS shall
have the
right to terminate this Agreement.”
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2.
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The
Plan and Timeline attached as Exhibit C of the Agreement is hereby
amended
by deleting the language in the first column of the second row of
the Plan
and Timeline and inserting in lieu thereof the following
language:
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“Fourteen
(14) months from the Effective Date (the “Phase
II Deadline”)”
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3.
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The
Plan and Timeline attached as Exhibit C of the Agreement is hereby
amended
by deleting the language in the first column of the third row of
the Plan
and Timeline and inserting in lieu thereof the following
language:
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“Twelve
(12) months from the Phase II Deadline, as amended by any extension
pursuant to Section 5 of the
Agreement”
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4.
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The
Plan and Timeline attached as Exhibit C of the Agreement is hereby
amended
by deleting the language in the last row of the Plan and Timeline
and
inserting in lieu thereof the following
language:
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|
“In
the event that HaptoGuard should approach default on these timelines,
OXIS
will allow a six- (6-)month extension upon payment of $100,000 to
OXIS.
Thereafter, OXIS will allow up to three (3) three- (3-)month extensions
for each task upon the payment of $50,000 to OXIS for each extension,
and
thereafter, OXIS will have the right to terminate this
Agreement.”
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5.
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The
parties to this Amendment #2 each acknowledge and agree that as of
the
date hereof the Agreement is in full force and effect. Except for
the
changes and/or additions stated herein, all other terms of the Agreement
shall remain valid and bind the parties without any change. In any
case of
a contradiction between the provisions of this Amendment #2 and the
provisions of the Agreement, the provisions of this Amendment #2
shall
prevail. Without limiting the generality of the foregoing, the term
“Agreement” as used in the Agreement shall be deemed to be the Agreement
as amended and supplemented by this Amendment
#2.
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6.
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The
commencement date for any extensions granted under the Agreement
will be
the Effective Date of this Amendment
#2.
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IN
WITNESS WHEREOF,
the
parties hereby sign this Amendment #2:
| OXIS INTERNATIONAL | HAPTOGUARD, INC. | ||
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By: /s/
Xxxxxx X.
Xxxxxxx
Name: Xxxxxx X. Xxxxxxx Title: President & CEO |
By:
/s/
Xxxx
Xxxxxxxxx
Name:
Xxxx
Xxxxxxxxx
Title: President and CEO |
