Designates portions of this document have been omitted pursuant to a request for confidential treatment filed separately with the Commission] AMENDMENT OF LICENSE AND DISTRIBUTION AGREEMENT
EXHIBIT
10.18
[*Designates
portions of this document have been omitted pursuant to a request for
confidential treatment filed separately with the
Commission]
AMENDMENT
OF LICENSE
AND DISTRIBUTION AGREEMENT
This
Amendment of License and Distribution Agreement (“Amendment”),
is
entered into by and between NutraCea,
a California corporation located at 0000 Xxxxx 00xx
Xxxxxx,
Xxxxx 000, Xxxxxxx, XX 00000 (“NutraCea”),
and
Pacific
Advisors Holdings Limited, a company incorporated under the laws of British
Virgin Islands,
located
at 00 Xxxxxxxxx Xxxx, Xxxxxxxxx Xxxxx #00-00, Xxxxxxxxx 000000 (“Pacific
Advisors”),
as
of
January ___, 2008 (“Effective
Date”)
on the
following terms and conditions:
1. Background
and Purpose.
1.1 Agreement.
Pursuant to that certain License and Distribution Agreement entered into as
of
June 22, 2007 by NutraCea and Pacific Advisors (“Agreement”),
NutraCea granted a license and certain other rights to Pacific Advisors.
NutraCea and Pacific Advisors are each members of Grain
Enhancement, LLC, a limited liability company formed for the purpose of
manufacturing and commercializing the stabilized rice bran Products that are
subject to the Agreement throughout the Territory. This
Amendment amends the Agreement as in effect immediately before the Effective
Date.
1.2 Approval
of Amendment.
NutraCea
and Pacific Advisors, constituting all of the parties to the Agreement, have
approved this
Amendment and intend that it shall be binding pursuant to the terms set forth
in
Section 12.4 of the Agreement.
1.3 Capitalized
Terms.
All
capitalized terms used in this Amendment shall have the meanings set forth
in
the Agreement, unless otherwise defined herein.
2. Amendment
of Agreement. The
parties hereby amend the Agreement as follows:
2.1
License
Fee.
Pursuant to Section 8.1 of the Agreement, Pacific Advisors agreed to pay
NutraCea a $5,000,000 License Fee, together with interest accruing thereon
from
the June 22, 2007 effective date of the Agreement until the License Fee is
paid
in full. NutraCea hereby agrees to foregive Pacific Advisors’ obligation to pay
interest on the License Fee if and subject to Pacific Advisors paying the
$5,000,000 License Fee in full and in U.S. dollars by no later than [*].
Accordingly, in the event that Pacific Advisors pays NutraCea $5,000,000 in
U.S.
dollars by no later than [*], the License Fee under Section 8.1 of the Agreement
shall be deemed paid in full, and Pacific Advisors shall thereafter not be
obligated to make any further payments under Section 8.1. In addition, the
parties hereby agree that upon the full payment of the $5,000,000 License Fee
by
[*], the Guaranty issued by PT Panganmas Inti Persada to NutraCea will be
terminated and all obligations of PT Panganmas Inti Persada under the Guaranty
shall immediately cease, and NutraCea shall return the executed Guaranty to
PT
Panganmas Inti Persada.
3. Amendment
Controlling.
In the
event of any inconsistency between the terms of this Amendment and the terms
of
the Agreement, the terms of this Amendment shall control. Except to the extent
expressly amended pursuant to this Amendment, the terms and provisions of the
Agreement shall remain in full force and effect without
modification.
4. Counterparts.
This
Amendment may be executed in one or more counterparts, each of which shall
be an
original and all of which shall together constitute one and the same document.
The execution by a party of a written consent approving this Amendment shall
constitute such party’s execution of this Agreement.
5. Authorization.
By his
or her signature, each person executing this Amendment on behalf of a party
hereto represents and warrants to the other party hereto that he or she is
duly
authorized.
6. Governing
Law.
This
Amendment shall be governed by the laws of the State of California,
notwithstanding its conflict of law provisions.
NutraCea,
a
California corporation
By:
Xxxx
Xxxxx
Pacific
Advisors Holdings Limited,
a
British Virgin Islands company
By:
(_____________________________)
