Exhibit 10.5
RESEARCH AND LICENSE AGREEMENT
AMENDMENT
THIS AGREEMENT is between THE GENERAL HOSPITAL CORPORATION, a not-for-
profit Massachusetts corporation doing business as Massachusetts General
Hospital having its principal place of business at Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 ("GENERAL") and NYMOX CORPORATION, a corporation
having its principal place of business at 0 Xxxx Xxxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxxxx, (NYMOX) to amend their existing AGREEMENT (dated
September 1, 1995) to include the following changes:
1. The definitions of TECHNOLOGY, FIELD OF RESEARCH, LICENSE FIELD,
and PRODUCT are extended from "diagnostic" to "diagnostic and
therapeutic." The word "diagnostic" is replaced by the words "diagnostic
and therapeutic" in
a) paragraph 2 ("TECHNOLOGY") of the preamble;
b) paragraph 1.4 ("FIELD OF RESEARCH");
c) paragraph 1.9 ("LICENSE FIELD");
and the word "diagnostic" is replaced by the words "diagnostic or
therapeutic" in
d) paragraph 1.14 ("PRODUCT").
2. In accordance with paragraph 2.4(c) of the AGREEMENT, the
Research Plan appended hereto as Appendix F is added to the AGREEMENT as a
RESEARCH PROPOSAL (hereinafter the "ADDITIONAL RESEARCH PROPOSAL").
GENERAL and PRINCIPAL INVESTIGATORS will conduct the ADDITIONAL RESEARCH
PROPOSAL beginning on the date of the execution of this Amendment ("the
Amendment Effective Date"), and continuing thereafter, unless sooner
terminated, for the next five (5) years. NYMOX may elect to terminate the
ADDITIONAL RESEARCH PROPOSAL, effective either three (3) years or four (4)
years after the Amendment Effective Date, upon one (1) year's prior notice
to GENERAL.
3. NYMOX agrees to support said ADDITIONAL RESEARCH PROPOSAL with
annual grants of one hundred seventy two thousand ($172,000) dollars, in
accordance with the budget contained in Appendix F, in addition to the
consideration stipulated in item 2.2 of the AGREEMENT. NYMOX will pay
GENERAL the further grants in accordance with the following schedule:
Forty-three thousand dollars ($43,000) within ten (10)
days of the execution of this AMENDMENT; forty-three
thousand dollars ($43,000) on or about the first day
of each calendar quarter for the next eleven (11)
consecutive quarters; forty three thousand dollars
($43,000) on or about the first day of each calendar
quarter for an additional eight (8) quarters, in the
event that GENERAL and NYMOX agree to continue for the
fourth and fifth year.
4. NYMOX hereby notifies GENERAL of, and GENERAL hereby
acknowledges, NYMOX's request pursuant to paragraph 6.1 of the AGREEMENT
for GENERAL to grant NYMOX a license as defined in paragraphs 6.2 and 6.3
of the AGREEMENT to the PATENT RIGHTS listed in Appendix E of the
AGREEMENT. In accordance with paragraph 6.8 of the AGREEMENT, the parties
shall meet within one (1) year of the Amendment Effective Date to
designate reasonable objectives and the time periods in which objectives
are to be met by NYMOX, its AFFILIATES or SUBLICENSEES to develop PRODUCTS
for commercial sale. These objectives shall include distinct objectives
for the development both of diagnostic PRODUCTS and therapeutic PRODUCTS.
5. The third paragraph of Section 6.8 of the AGREEMENT is hereby
amended as follows:
If NYMOX (i) fails to meet the objectives established by
agreement of the parties for development either of diagnostic PRODUCTS or
therapeutic PRODUCTS and fails to negotiate reconsideration of such
objectives or to request alternative dispute resolution or (ii) fails to
meet objectives established by alternative dispute resolution, GENERAL
shall have the right to terminate the licenses to such PATENT RIGHT
granted hereunder in the portion of the field, diagnostics or
therapeutics, in which the objectives have not been met or convert such
licenses to non-exclusive licenses in the applicable portion of the field
by providing to NYMOX sixty (60) days prior written notice. Prior to the
expiration of such sixty (60) day period, NYMOX may submit such action to
alternative dispute resolution to determine whether or not NYMOX has
exerted reasonable efforts pursuant to this paragraph 6.8, and once such
action has been submitted to alternative dispute resolution the licenses
and rights may only be modified or canceled in the event of a decision in
the alternative dispute resolution that NYMOX has not exerted such
reasonable efforts. If the alternative dispute resolver decides that
NYMOX has exerted reasonable efforts, the alternative dispute resolver
shall establish new objectives.
6. NYMOX acknowledges that it is currently in arrears to GENERAL
for Patent Costs totaling ninety four thousand one hundred seventy six
dollars ($94,176) for costs prior to the EFFECTIVE DATE of the AGREEMENT
and for the period October 1, 1995 through June 30, 1996. NYMOX agrees to
pay GENERAL said amount, in full, within ninety (90) days of the execution
of this AMENDMENT.
IN WITNESS WHEREOF, GENERAL, and NYMOX have caused this instrument to
be executed.
NYMOX CORPORATION THE GENERAL HOSPITAL CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx By: /s/Xxxxxx X. Xxxxxxxx
Title: Sr. Vice President Title: Xxxxxx Xxxxxxxx Xxxxxxxx
for Research and Assistant Director
Development and Office of Technology Affairs
Strategic Planning
Date: 2/14/97 Date: 2/13/97