Exhibit 4(j)
RESEARCH AND LICENSE AGREEMENT
AMENDMENT
THIS AGREEMENT is between RHODE ISLAND HOSPITAL CORPORATION, a
not-for-profit Rhode Island corporation having offices at 000 Xxxx Xxxxxx,
Xxxxxxxxxx, XX 00000 ("RIH") and NYMOX CORPORATION, a corporation having its
principal place of business at 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxx, XX 00000
("NYMOX") to amend their existing Research and License Agreement (effective date
March 1, 1999) (the "AGREEMENT") to include the following changes:
1. The definitions of TECHNOLOGY, LICENSE FIELD, and PRODUCT in the AGREEMENT
are extended to "research, diagnostic, or therapeutic" by inserting the word
"research," before the words "diagnostic or therapeutic" in line 3 of the second
WHEREAS in the preamble ("TECHNOLOGY") and in line 2 of paragraph 1.9 ("LICENSE
FIELD") and by replacing the word "diagnostic" in line 1 of paragraph 1.14
("PRODUCT") with the phrase "research, diagnostic, or therapeutic."
2. The definition of FIELD OF RESEARCH in paragraph 1.4 is extended by replacing
the existing paragraph with the following definition:
1.4. The term "FIELD OF RESEARCH" shall mean research pertaining to the
use of:
(a) any form of neural thread protein, antibodies or antibody
variants to neural thread proteins, specific binding or blocking
molecules to neural thread proteins, and any cDNAs or genes or
genomic fragments coding for neural thread proteins;
(b) gene transfer technology and transgenic or genetically
transfected or variants thereof animals or cell lines or
subcellular fractions; and
(c) any form of AF-20 or the AF-20 antigen, antibodies or antibody
variants to any form of AF-20, specific binding or blocking
molecules to any form of AF-20 or the AF-20 antigen, and any cDNAs
or genes or genomic fragments coding for any form of AF-20 or the
AF-20 antigen
for any purpose including (but not limited to) diagnostic,
therapeutic or research purposes.
3. The words "mice or cell lines" in line 2 of paragraph 1.6 (RIH MATERIAL) are
replaced by the words "animals or cell lines or subcellular fragments."
4. The word "and" in line 3 and line 7 of paragraph 1.7 (INVENTION) is replaced
by the word "or".
5. The definition of PATENT RIGHT in paragraph 1.12 is amended by adding a new
subparagraph (a) and renumbering the other subparagraphs accordingly. The added
subparagraph is "(a) the United States Patent Application Serial No.
________________ filed on _____________, 2001 entitled "Inhibition of
Neurodegeneration"."
6. The definition of SPONSORED RESEARCH in paragraph 1.18 is amended by
inserting after the words "EFFECTIVE DATE" the words "and includes scientific
research performed by an INVESTIGATOR".
7. In accordance with paragraph 2.4(c) of the Agreement, the Research Plan
appended hereto as Appendix A (the "NEW RESEARCH PROPOSAL") is added to the
AGREEMENT as a RESEARCH PROPOSAL and replaces the existing RESEARCH PROPOSAL.
For the purposes of the AGREEMENT, the EFFECTIVE DATE for the part of the NEW
RESEARCH PROPOSAL entitled "Molecular targeting of human tumors" shall be
November 1, 2001. Upon the execution of this Amendment, any obligation on the
part of NYMOX to fund the existing RESEARCH PROPOSAL shall cease and be replaced
by the obligation to fund the NEW RESEARCH PROPOSAL provided for in this
Amendment.
8. NYMOX agrees to support the NEW RESEARCH PROPOSAL with the annual grants in
accordance with the budget contained in Appendix E as follows:
a) For "Studies on neurodegeneration"
Annual grants of one hundred and seventy-two thousand dollars
($172,000) for each of the three (3) years beginning March 1,
2002, payable on a quarterly basis in the amount of forty-three
thousand dollars ($43,000) for each of the twelve (12) consecutive
calendar quarters beginning on March 1, 2002.
b) For "Molecular targeting of human tumors"
Annual grants of seventy-seven thousand dollars ($77,000) for each
of the three (3) years beginning November 1, 2001, payable on a
quarterly basis in the amount of nineteen thousand two hundred and
fifty dollars ($19,250) for each of the twelve (12) consecutive
calendar quarters beginning on November 1, 2001.
9. NYMOX hereby requests a license to the United States Patent Application
Serial No. 09/872,968 filed on June 1, 2001 entitled "Inhibition of
Neurodegeneration" (the "Patent Application") pursuant to paragraph 6.1 of the
AGREEMENT and RIH hereby grants NYMOX a license pursuant to the AGREEMENT to the
Patent Application and any PATENT RIGHTS relating to the Patent Application, its
claims and the INVENTIONS disclosed in it.
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IN WITNESS WHEREOF RIH and NYMOX have caused this instrument to be executed.
NYMOX CORPORATION XXXXXX ISLAND HOSPITAL CORPORATION
By: "Xxxx Xxxxxxxx" By: "Xxxx X. Xxxx"
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Title: Xxxx Xxxxxxxx, MD Title: Xxxx X. Xxxx, MD
CEO and President Senior Vice President, Medical
Affairs
Date: 11/22/01 Date: 11/19/01
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By: "Xxx Xxxxxx"
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Title: Xxx Xxxxxx CFO
Date: 11/23/01
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I have read the foregoing Amendment and agree to comply with the obligations of
the Principal Investigator created in consequence of this Amendment to the
AGREEMENT.
By: "JR Wands" By: "SM de la Monte"
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Xxxx Xxxxx, MD Xxxxxxx de la Monte, MD
Date: "10/30/01" Date: "30 Oct 2001"
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