EXHIBIT 10.17
THIS SUPPLEMENT NO. 2 TO THE SUBLICENSE AND SUPPLY AGREEMENT (this
"Supplement"), effective as of June 26, 2002 (the "Effective Date") is entered
into by and between TRINITY ASSETS COMPANY LIMITED (" TAC"), a company
incorporated in Thailand, and TRINITY MEDICAL GROUP USA, INC., a Florida
corporation ("TMGUSA"), with respect to the following facts.
A. TRINITY MEDICAL GROUP USA, INC. (" TMGUSA") and TRINITY ASSETS COMPANY
LIMITED (" TAC") entered into a Sublicense and Supply Agreement
("Sublicense and Supply Agreement") dated August 4, 2000, and first
amended through the SUPPLEMENT TO THE SUBLICENSE AND SUPPLY AGREEMENT
dated August 5, 2000, both parties hereby agree to amend said
Sublicense and Supply Agreements under the terms and conditions of
this agreement.
NOW, THEREFORE, the parties agree as follows:
ARTICLE 1
TERM AND TERMINATION
This Supplement shall terminate after the first of the following two events
occurs:
(i) Purchase of the first 1,000,000 units of Product from IRC by TMGUSA or its
successors; or
(ii) December 31, 2007.
ARTICLE 2
AMENDMENT
Article 4.1 of the Sublicense and Supply Agreement shall be deleted in its
entirety and restated to read as follows:
Purchase and Sale of Products
-----------------------------
TMGUSA agrees to sell the Product to TAC at the price equal to US $50 above
TMGUSA's cost of the Product for each [100 micrograms dose] purchased.
Article 4.4 of the Sublicense and Supply Agreement shall be added as follows:
Product Purchase Commitment
---------------------------
TAC commits to purchase a minimum of 1,000,000 units of Product from TMGUSA
during the three year period beginning after the date the first unit of Product
is purchased by TMGUSA (from IRC) for commercial sale to TAC in Thailand.
ARTICLE 3
CONSIDERATION
Consideration
-------------
3.1 Trinity shall provide the following to TAC as consideration for the addition
of Article 4.4 above and for TAC absorbing 50% of the increase in Product
purchase price allocated to IRC as per Amendment No. 3 to License and
Collaboration Agreement by and between TMGUSA and IRC, dated June 26, 2002:
(i) TMGUSA shall provide to TAC two (2) million shares of IRC stock issued by
IRC in connection with the execution of the Amendment No. 3 to License and
Collaboration Agreement by and between TMGUSA and IRC, dated June 26, 2002, as
soon as administratively practicable after receipt of the IRC stock first by
TMGUSA.
(ii) TMGUSA shall provide to TAC one (1) million shares issued by IRC upon
execution of Amendment No. 3 to License and Collaboration Agreement in exchange
for $1 Million of outstanding debt owed by TMGU to TAC and which will occur
within fifteen business days of execution of Amendment No. 3 to License and
Collaboration Agreement by and between TMGUSA and IRC, dated June 26, 2002.
(iii) TMGUSA shall provide to TAC one (1) million shares issued by IRC, as soon
as administratively practicable after receipt of the IRC shares first by TMGUSA,
and only upon receipt of purchase order from TAC and when TAC irrevocably pays
its purchase price to TMGUSA for an accumulated amount of 300,000 doses of
REMUNE.
(iv) TMGUSA shall provide to TAC one (1) million shares issued by IRC, as soon
as administratively practicable after receipt of the IRC shares first by TMGUSA,
and only upon receipt of purchase order from TAC and when TAC irrevocably pays
its purchase price to TMGUSA for an accumulated amount of 600,000 doses of
REMUNE.
(v) TMGUSA shall provide to TAC one (1) million shares issued by IRC, as soon as
administratively practicable after receipt of the IRC shares first by TMGUSA,
and only upon receipt of purchase order from TAC and when TAC irrevocably pays
its purchase price to TMGUSA for an accumulated amount of 1,000,000 doses of
REMUNE.
IN WITNESS WHEREOF, the parties have executed this Supplement as of
the date set forth above.
For and on behalf of
TRINITY MEDICAL GROUP USA, INC.
By:
/s/ Xxxxx Xxxxxxx /s/ Xxxx Xxxxxxxxxxxxxx
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Xxxxx Xxxxxxx, CEO Xxxx Xxxxxxxxxxxxxx, President
For and on behalf of
TRINITY ASSETS COMPANY LIMITED
By:
/s/ Inthanom Churdboonchart /s/ Orranart Churdboonchart
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Inthanom Churdboonchart Orranart Churdboonchart
