Exhibit 10.7
Amendment, dated as of November 29, 2001, to the Termination of Agreement
dated September 12, 1990, dated September 26 and October 1, 1997 (the
"Agreement"), between GP Strategies Corporation (formerly National Patent
Development Corporation) and The Population Council, Inc.
1. The Agreement is hereby amended by deleting Paragraph 5 and replacing it
with the following:
5. Allocation of Royalties and Net Sales.
(a) NPDC shall pay to The Council, within 30 days following NPDC's
receipt of Royalties, an amount equal to the following percentages of
Royalties (as that term is defined in Paragraph 5(d)).
(i) One hundred (100%) percent of the first $35,000 of Royalties,
as a fee for the transfer of the IND sponsorship to NPDC from The Council.
Thereafter,
(ii) in the case of any LHRH Implant, thirty (30%) percent; and
(iii) in the case of any Non-LHRH Implant, five (5%) percent.
(b) NPDC shall pay to The Council, on or before the 30th day following
the end of each calendar quarter, with respect to Net Sales (as that term
is defined in Paragraph 5(c)) in such calendar quarter, an amount equal to
the following percentages of such Net Sales.
(i) In the case of any LHRH Implant, three (3%) percent.
(ii) In the case of any Non-LHRH Implant, one-half (0.5%)
percent.
(c) For the purposes of determining payments by NPDC to The Council,
Net Sales shall mean the amount received by NPDC with respect to sales of
Implants by NPDC, less returns and or credits for returns, sales taxes,
promotional, cash, trade or volume discounts including governmental or
managed care contracts.
(d) For the purposes of determining payments by NPDC to The Council,
Royalties shall mean revenues (or the fair market value of non-monetary
consideration) received by NPDC from Licensees, whether or not in the form
of royalties, prepaid royalties, advances on royalties, licensing fees,
technology transfer payments or other similar payments, in respect of
licenses for the Implants. Notwithstanding the foregoing, Royalties shall
not include moneys received by NPDC from Licensees and applied to product
development costs, including without limitation, feasibility studies,
pre-clinical studies, animal studies, clinical trials, production scale-up,
and regulatory compliance, research fees and the manufacturing cost of
Implants.
(e) NPDC shall maintain, in accordance with generally accepted
accounting principles consistently applied, accurate records of all sales
or other disposition of any Implants upon which amounts shall be payable
pursuant to this Paragraph 5. Within 120 days after the conclusion of each
calendar year, NPDC shall furnish to The Council a certification by its
internal accountants showing the quantity, sales prices, product
development costs and amounts due with respect to sales of any Implants for
the preceding year. Should The Council wish to audit such records, it may
engage, at its own expense, independent public accountants reasonably
acceptable to NPDC to conduct such an audit during normal business hours
and on reasonable notice to NPDC. The Council's right to audit and bring
any action with respect to a particular payment period shall be limited to
the two year period following the issuance of the certification. The
Council agrees to keep confidential all information relating to the
business affairs of NPDC, and to impose on its accountants a similar
obligation.
(f) Notwithstanding the foregoing, in no event shall amounts paid by
NPDC to The Council hereunder exceed the aggregate amount of $40,035,000.
2. Except as amended hereby, the Agreement shall remain unamended and in
full force and effect.
GP STRATEGIES CORPORATION
BY: /s/ Xxxxx X. Xxxxxxxxx
------------------------------------
Xxxxx X. Xxxxxxxxx, President
and Chief Financial Officer
THE POPULATION COUNCIL, INC.
BY: /s/ XXXXXX XXXXXX
------------------------------------
(Name) XXXXXX XXXXXX
(Title) VICE PRESIDENT
2
