AMENDMENT
THIS AMENDMENT is made and entered into as of the 1st day of July,
2003, by and between The Center for Clinical Research by and through Xxxxxx X.
Xxxxxxx, M.D. Ph.D. ("CCR") and Vascular Sciences Corporation, a Delaware
corporation ("VSC").
W I T N E S S E T H:
WHEREAS, CCR has provided services for VSC pursuant to a Consultancy
and Non-Compete Agreement effective as of January 1, 1998 (as amended to date,
the "Agreement"); and
WHEREAS, VSC owes CCR $301,000 (the "Balance") under the Agreement as
of this date; and
WHEREAS, the parties desire to amend the Agreement in certain respects
and to provide for the payment over time of the Balance.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties agree as follows:
1. Within 30 days after execution of this Agreement, VSC shall
pay to CCR $75,250 in partial payment of the Balance.
2. Beginning in July 2003, and continuing each month thereafter
through and including January 2005, VSC shall make monthly
payments of $7,500 per month to CCR in partial payment of the
Balance. Final payment of $8,000 will be made in February
2005.
3. The remainder of the Balance shall be discharged in full by
the grant to CCR of options to purchase 20,926 shares of VSC
common stock at an exercise price of $0.13 per share, which
options (i) shall be fully vested immediately and (ii) shall
expire 10 years from the date hereof. Such options shall be
evidenced by an option agreement in the form customarily used
by VSC.
4. The Agreement is hereby renewed through December 2005;
provided, however, that in lieu of the compensation set forth
in the Agreement, VSC shall pay CCR a monthly fee of $5,000
per month payable each month, commencing July 2003. Such fee
shall be fixed, regardless of the amount of time incurred by
CCR in performance of the services rendered to VSC.
Notwithstanding the foregoing, upon 30 days' prior written
notice, either party may convert the payment arrangement to a
daily fee of $2,500 per day. In the event of such conversion,
CCR shall provide services on a daily basis as requested by
VSC, and will invoice VSC for the total number of days of
service provided in the month. VSC shall pay the monthly
invoice within a reasonable period of time after receipt of a
monthly invoice.
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5. Except for the collection of the Balance on the terms provided
in this Amendment, CCR agrees that VSC has fulfilled all
obligations under the Agreement as of this date.
IN WITNESS WHEREOF, the parties have executed this agreement as of the
date first above written.
THE CENTER FOR CLINICAL RESEARCH
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, M.D. Ph.D
VASCULAR SCIENCES CORPORATION
By: /s/ Xxxx Dumencu
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Xxxx Dumencu
