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EXHIBIT 10.28
FIRST ADDENDUM TO
LICENSE AND DEVELOPMENT AGREEMENT
FOR SPECIFIC MEDICAL TECHNOLOGY
FOR THE DETECTION OF ONCOGENIC HPV VIRUS
This is a First Addendum to the License and Development Agreement for
Specific Medical Technology for the Detection of Oncogenic HPV Virus dated June
23, 2000 ("License and Development Agreement") by and between INVIRION, a United
States corporation organized and existing under the laws of the State of
Illinois, having a place of business at 0000 Xxxxxxx Xxxxxxx, Xxxxxxxxx,
Xxxxxxxx 00000 ("Invirion") and AMPERSAND MEDICAL CORPORATION, a Delaware
corporation, having a place of business at 000 Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxx
00000 ("Ampersand").
Except to the extent modified by this First Addendum, the License and
Development Agreement is hereby reaffirmed.
The License and Development Agreement is hereby modified by
incorporating into it the following agreement between the parties:
1. The $100,000 payment for the License and Development Agreement
(now past due) and $150,000 payment now due as a result of Invirion meeting the
benchmark set forth in Paragraph 3.1(2), shall not be made payable immediately,
but rather, converted into ten (10) installment payments of $25,000 per month
with the first payment due on September 11, 2000.
2. In exchange for the change in payment terms, Ampersand agrees to the
following:
a. On September 11, 2000 Ampersand will issue to Invirion the
warrant for 150,000 shares of Ampersand stock as set forth in
Exhibit B and also issue to Invirion a similar warrant for
100,000 additional shares of Ampersand stock.
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b. The timeline for steps 4-7 set forth in Exhibit AD shall be
extended to ten months from September 11, 2000.
c. The timeline for steps 8-11 set forth in Exhibit AD shall be
extended to 14 months from September 11, 2000.
d. In the event the License and Development Agreement is terminated,
all payments made to Invirion and all warrants issued to Invirion
are non-refundable and all warrants are irrevocable and non-
cancellable. Ampersand acknowledges that all payments and
issuance of warrants to Invirion are for services already
performed by Invirion prior to such payment or issuance of the
warrant.
IN WITNESS WHEREOF, the parties hereto have caused to be signed, by
their duly authorized officers, this First Addendum of the License and
Development Agreement originally dated June 23, 2000, on the dates set forth
below.
INVIRION CORPORATION AMPERSAND MEDICAL CORPORATION
BY:_______________________________ BY: _____________________________
DATED:____________________________ DATED: __________________________
