SECOND AMENDMENT TO
CORPORATE RESEARCH AGREEMENT
This Second Amendment to Corporate Research Agreement is entered into
as of this 9th day of September, 1996 by and between SUNPHARM CORPORATION, a
corporation duly organized under the laws of Delaware and currently having its
principal office at 0000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000
(thereinafter referred to as "Sponsor") and the UNIVERSITY OF FLORIDA RESEARCH
FOUNDATION, INC., a not-for-profit corporation duly organized and existing under
the laws of the state of Florida and having its principal office at 223 Xxxxxxx
Xxxx, University of Florida, Xxxxxxxxxxx, Xxxxxxx 00000-0000, X.X.X.
(hereinafter referred to as "UFRFI").
WITNESSETH:
WHEREAS, Sponsor and UFRFI have entered into a Corporate Research
Agreement dated April 30, 1993 to be effective March 26, 1993, (the "Research
Agreement"), which Research Agreement superseded in its entirety an earlier
Corporate Research Agreement between the parties dated December 9, 1991;
WHEREAS, Sponsor and UFRFI entered into a First Amendment to the
Research Agreement as of May 16, 1994 in order to extend the term of the period
covered by such Research Agreement and to make certain other related changes
thereto;
WHEREAS, the parties desire to enter into this Second Amendment to the
Research Agreement in order to extend the term thereof, to provide for certain
additional payments by Sponsor to UFRFI and to revise the Project Description
and Project Work accordingly.
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. In exchange for the execution of the Fourth Amendment to Patent
License Agreement by UFRFI and Sponsor, dated the date hereof, Sponsor agrees
that it will increase the total direct costs payable to UFRFI pursuant to
Section 4.1 of the Research Agreement by the sum of $200,000 per year for direct
costs and $50,000 per year for indirect costs during the term of the Research
Agreement, commencing January 1, 1997. The total amount payable by sponsor to
UFRFI on an annual basis commencing January 1, 1997 shall be $875,000. In
addition, Sponsor will increase quarterly payments, starting October 1, 1996
from the current $156,000 per quarter to $177,000 for the fourth quarterly
payment, 1996, and to $198,000 for the first quarterly payment, 1997. For each
quarterly payment thereafter, Sponsor shall pay the sum of $218,750.
2. The definition of Contract Period contained in Section 1.3 of the
Research Agreement is hereby amended by deleting the date "December 31, 1996"
and inserting in lieu thereof the date "December 31, 1998."
3. The definitions of "Project Description" in Section 1.1 and "Project
Work" in Section 1.2 of the Research Agreement are hereby amended to include the
descriptions of the project or projects as described in Exhibit A to this Second
Amendment.
4. The definition of "University Inventions" in Section 1.4.2.2 of the
Research Agreement is hereby amended by deleting the phrase "present and future"
from the first line thereof.
5. Except as amended hereby, the Research Agreement shall be and remain
in full force and effect.
6. This Second Amendment to Corporate Research Agreement may be
executed in one or more counterparts, each of which shall be deemed an original
and all of which shall be taken together as one instrument.
IN WITNESS WHEREOF, the parties have caused this Second Amendment to
Corporate Research Agreement to be executed as of the date and year first above
written.
SPONSOR:
SunPharm Corporation
By:/s/ XXXXXX XXXX
-------------------------------
Xxxxxx Xxxx,President
UFRFI:
University of Florida
Research Foundation, Inc.
By: /s/ XXXXXX X. XXXXX
------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director, OTL
READ AND ACKNOWLEDGED Reviewed by UFRFI's Attorney:
/s/ XXXXXXX X. XXXXXXXX /s/ XXXXXXX X. XXXXXX
------------------------------- -------------------------------
Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx
Sept. 9, 1996
(This attorney shall not be deemed a
signatory to this Agreement.)
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