AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, dated as of May 1, 1999 by and between PDK Labs Inc.,
a New York corporation, with offices at 000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx
00000 ("PDK") and Compare Generiks, Inc., a Delaware corporation, with offices
at 00 Xxxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxx 00000 ("CGI").
WHEREAS, PDK and CGI have heretofore entered into an Exclusive Supply and
Licensing Agreement, dated as of March 24, 1997 (the "Agreement"); as amended
April 1, 1998, November 1, 1998, and January 4, 1999.
WHEREAS, Section 2(d) of the Agreement requires CGI to pay invoices within
sixty (60) days of the date of shipment of the related Products (as defined in
the Agreement);
WHEREAS, the Agreement contains a provision permitting PDK to suspend its
obligations to perform under the Agreement in the event of an Event of Force
Majeure (as defined in the Agreement);
WHEREAS, CGI is in default of the provisions of Section 2(d) of the
Agreement requiring CGI to pay invoices within sixty (60) days from the date of
shipment of the related Products and, in addition, an Event of Force Majeure (as
defined in the Agreement) has occurred and, in consideration for PDK agreeing to
waive (a) the breach by CGI of provisions contained in Section 2(d) of the
Agreement, and (b) its right to suspend performance of its obligations under the
Agreement, the parties hereto desire to (i) amend the Payment Provision to
provide for the payment by CGI to PDK of a higher amount.
The terms which are not defined herein shall have the respective meanings
ascribed to them in the Agreement.
NOW, THEREFORE, for valid and good consideration, the parties hereto agree
as follows:
1) The sentence of Section 2(a) of the Agreement shall be deleted in
its entirety and shall be replaced with the following:
"(a) In consideration for the waiver by PDK of (i) its rights with
respect to the continuing breach by CGI of the payment provisions of
Section 2(d) of this Agreement, and (ii) the right to suspend performance
of its obligations under this Agreement as a result of the occurrence of an
Event of Force Majeure (as defined in Section 5 below), CGI agrees to pay
PDK $1.85 per bottle of Products shipped to CGI (the "Basic Payment"),
provided that said waiver shall not constitute a waiver of PDK's right to
terminate this Agreement and the License hereunder or to exercise any
rights available to PDK upon reoccurrence or continuance of such acts or
events. In addition to the Basic Payment, CGI shall also pay PDK the
difference between 93% of the sales price as invoiced to the customer of
each bottle and $1.85 per bottle (the "Excess Payment"). The Excess Payment
is payable monthly, in arrears, within 15 days of the end of the month in
which CGI received payment for the related Products."
2) Except as herein above amended, all of the terms and provisions of
the Agreement shall remain in full force and effect.
3) This Amendment shall be governed by and construed in accordance
with the laws of the State of New York, without regard to principles of
conflicts of law.
IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as
of the day and year first above written.
PDK LABS INC.
By:
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Xxxxxxxx Xxxxxxxx, President
COMPARE GENERIKS, INC.
By:
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Xxxxxx X. Xxxxx, President
