Federal Express
December 16, 1999
Xxxxxx X. XxXxxxx, CPA
Assistant Director and CEO
Boston Biomedical Research Institute, Inc.
00 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: Restated Agreement dated as of February 25, 1992
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Dear Xxx:
In accordance with our recent discussions and correspondence, the
purpose of this letter is to set forth our understanding regarding amendment of
the royalty provisions of the captioned Agreement, as previously amended.
We propose:
1. that the first sentence of Section 5(a) of such Agreement be
amended as follows:
(a) Epigen agrees to pay to BBRI a royalty of 3% of the NET SELLING
PRICE of any product, article, or composition sold by Epigen or
any affiliate of Epigen, which product, article, or composition
utilizes either the HC Antigen or epiglycanin, whether or not
developed via the CARCINOMA ASSAY RESEARCH PROGRAM, for a term
ending on the tenth (10th) anniversary of the first sale of any
such product.
2. that the first sentence of Section 5(b) of such Agreement be
amended as follows:
(a) Epigen agrees to pay to BBRI one-half of any royalties or
payments and considerations in lieu thereof received by Epigen
under any sub-license agreement granted by Epigen for any
product, article, or composition sold by such sublicensee which
is not an affiliate of Epigen which product, article, or
composition utilizes either the HC Antigen or epiglycanin,
whether or not developed via the CARCINOMA ASSAY RESEARCH
PROGRAM, not to exceed 3% of the NET SELLING PRICE thereof for a
term ending on the tenth (10th) anniversary of the first sale of
any such product.
3. that in all other respects such Agreement, as previously amended,
shall remain unchanged.
Should the foregoing accurately set forth our understanding, please
sign and return to us a copy of this letter.
Sincerely,
EPIGEN, INC.
By: /s/: Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Chairman,
President and Chief
Executive Officer
AGREED TO AND ACCEPTED:
BOSTON BIOMEDICAL RESEARCH INSTITUTE, INC.
By: /s/: Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx, Ph.D.
Title: Director and CEO
Date: December 17, 1999
