IMMUCELL CORPORATION
Exhibit 10.1*
Amendment No. 1 to Distribution and Licensing Agreement
between the Registrant and Kamar, Inc. dated July 1, 1998
*Confidential Treatment as to certain portions has been requested effective
until December 31, 2003. The copy filed as an exhibit omits the
information subject to the confidentiality request. The omitted
information has been deleted and replaced with [______].
CONFIDENTIAL TREATMENT
AMENDMENT NO. 1 TO DISTRIBUTION AND LICENSING AGREEMENT
THIS AMENDMENT, made and entered into as of the first day of July,
1998, by and among CHAMBER, INC., a Colorado corporation ("Kamar"),
IMMUCELL CORPORATION, a Delaware corporation ("ImmuCell"), and KAMAR
MARKETING GROUP, INC., a Colorado corporation and a wholly-owned subsidiary
of ImmuCell ("KMG"). ImmuCell and KMG are sometimes hereinafter referred
to collectively as "ImmuCell/KMG".
WITNESSETH:
WHEREAS, Kamar, ImmuCell and KMG are parties to a certain Distribution
and Licensing Agreement dated as of December 3, 1993 (the "Agreement"); and
WHEREAS, Kamar, ImmuCell and KMG desire to extend the term of the
Agreement and to amend the Agreement in certain respects in connection with
such extension;
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and other good and valuable consideration, the receipt whereof is
hereby acknowledged, the parties hereto agree as follows:
1. Paragraph 1.05(a) of the Agreement is amended by deleting the
first sentence in its entirety and by inserting the following sentence in
lieu thereof:
"$[___] for each Detector sold by ImmuCell/KMG commencing
January 1, 1994 through and including June 30, 1998; $[____]
for each Detector sold by ImmuCell/KMG commencing July 1, 1998
through and including December 31, 1999; and $[___] for each
Detector sold by ImmuCell/KMG commencing January 1, 2000
and thereafter during the term of this Agreement."
2. Paragraph 1.07 of the Agreement is amended by deleting the date
"December 31, 1999" where it appears in the penultimate line of such
paragraph, and by inserting the date "December 31, 2003" in lieu thereof.
3. Paragraph 1.08 of the Agreement is amended by deleting the date
"December 31, 1999" where it appears in the third line of such paragraph,
and by inserting the date "December 31, 2003" in lieu thereof.
4. Paragraph 1.09 of the Agreement is amended by adding the clause
"and for a period of three years thereafter" following the clause "During
the term of this Agreement" in the first sentence of such paragraph.
5. Paragraph 1.09 of the Agreement is further amended by adding the
following sentence at the end thereof:
CONFIDENTIAL TREATMENT
"Notwithstanding anything to the contrary contained in the
first sentence of this Paragraph 1.09, if Kamar shall elect to
terminate this Agreement pursuant to Paragraph 3.06 by sending
twelve months prior written notice to ImmuCell on or before
December 31, 2002, then in such event the prohibition on
ImmuCell marketing or selling any device to detect physical
mounting of Bovines following the termination of this Agreement,
as set forth in such first sentence, shall become null and void
and ImmuCell shall be have no restrictions whatsoever on selling
a competitive Detector following termination of this Agreement."
5. The Agreement is further amended by adding the following the new
Paragraph 1.10:
"1.10. GLUE FILL PROCESS. Kamar agrees to arrange for a third
party vendor to fill the tubes which constitute a part of the
Supplemental Components with glue (the "Glue Fill Process"), and
ImmuCell agrees to bear the actual costs, up to but not exceeding
$[___] per Detector, for the third party services relating to the
Glue Fill Process. Kamar shall provide a monthly statement to
ImmuCell/KMG summarizing the costs of the Glue Fill Process
accompanied by copies of the original invoices from the third party
vendor. Payments to Kamar for the Glue Fill Process in each calendar
month shall be made within ten (10) days following the end of each
month."
6. Except as specifically provided herein, all of the terms and
conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first written above.
KAMAR, INC.
By: /S/ XXXX X. XXXX
--------------------------------
Xxxx X. Xxxx, President
KAMAR MARKETING GROUP, INC.
By: /S/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx, Treasurer
IMMUCELL CORPORATION
By: /S/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx, Chief Financial
Officer, Treasurer and Secretary
