October 26, 2006
Exhibit 4.68
October 26,
2006
Multicell Technologies, Inc.
000 Xxxxxx Xxxxxxxxxx Xxxxxxx
Xxxxxxx
XX 00000
XXX
Dear Sirs
Worldwide Exclusive License Agreement dated
December 31st 2005 made between Multicell Technologies,
Inc. (“Multicell”) and Amarin Neuroscience Limited
(“Amarin”) (the “Agreement”)
We refer to the Agreement, as amended by letter agreement dated
June 27, 2006 (“First Amendment Letter”)
and to recent discussions between Multicell and Amarin relating
to the payment of the sum of $400,000 (the “Sum”)
remaining payable by Multicell to Amarin pursuant to
Section 3.2(a) of the Agreement, as amended by the First
Amendment Letter.
As per your proposal and our further discussions, it is agreed
that the milestone and payment terms for the Sum (as set out in
the Agreement, as amended by the First Amendment Letter) shall
be further revised to payment by instalment
(“Instalment(s)”) as follows:
• | $100,000 due on November 3, 2006; | ||
• | $300,000 due on December 15, 2006 |
Notwithstanding the above, the Sum or any outstanding
Instalment, shall in any event be due and payable in full by
December 15, 2006.
In the event that Multicell should raise finance in excess of
$3,000,000 in a financing (other than bridging finance or equity
line credit) prior to December 15, 2006, all outstanding
amounts of the Sum shall be immediately payable.
In the event that Multicell defaults in paying any of the Sum
and/or the Instalments and notwithstanding Section 9.2(a)
of the Agreement, Amarin shall, at its option, thereafter be at
liberty to terminate the Agreement on the giving of seven
(7) days prior written notice to Multicell at any time.
For the avoidance of doubt Multicell shall have no cure period
in respect of the non payment of the above Sum and/or the
Instalments by the due date(s) set forth above.
Amarin Neuroscience Ltd | • | 0 xx Xxxxx | • | Xxxxxxxx Xxxxxx Xxxxx | • | The Oxford Science Park | • | Oxford | • | XX0 0XX | • | UK |
Tel: x00 (0)0000 000000 | • | Fax: x00 (0)0000 000000 | • | Email: xxxxx@xxxxxx-xxxxx.xxx | • | Xxx.xxxxxxxxxx.xxx |
Registered
In Scotland No. 179838
Registered
Office: 4th Floor • Saltire
Court • 00 Xxxxxx
Xxxxxxx • Edinburgh • EHI 2EN • Scotland • UK
- 2 -
In the event that this letter agreement is not counter signed by
Multicell and returned to Amarin on or before
October 27,2006, then this letter agreement shall be null
and void.
Save as set out above, the parties’ respective rights and
obligations under the Agreement shall remain unaffected.
Yours faithfully
Amendment terms agreed
Amarin Neuroscience Ltd | • | 1 st Floor | • | Magdalen Centre North | • | The Oxford Science Park | • | Oxford | • | XX0 0XX | • | UK |
Tel: x00 (0)0000 000000 | • | Fax: x00 (0)0000 000000 | • | Email: xxxxx@xxxxxx-xxxxx.xxx | • | Xxx.xxxxxxxxxx.xxx |
Registered
In Scotland No. 179838
Registered
Office: 4th Floor • Saltire
Court • 00 Xxxxxx
Xxxxxxx • Edinburgh • EHI 2EN • Scotland • UK