Exhibit 10.83
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, dated as of November 1, 1998 by and between PDK
Labs Inc., a New York corporation, with offices at 000 Xxxxxxxxx Xxxx,
Xxxxxxxxx, Xxx Xxxx 00000 ("PDK") and Compare Generiks, Inc., a Delaware
corporation, with offices at 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 ("CGI").
WHEREAS, PDK and CGI have heretofore entered into an Exclusive Supply
and Licensing Agreement, dated as of March 24, 1997 (the "Agreement"); as
amended April 1, 1998;
WHEREAS, Section 2(d) of the Agreement requires CGI to pay invoices
within sixty (60) days of the date of shipment of the related Products (as
defined in the Agreement);
WHEREAS, the Agreement contains a provision permitting PDK to suspend
its obligations to perform under the Agreement in the event of an Event of Force
Majeure (as defined in the Agreement);
WHEREAS, CGI is in default of the provisions of Section 2(d) of the
Agreement requiring CGI to pay invoices within sixty (60) days from the date of
shipment of the related Products and, in addition, an Event of Force Majeure (as
defined in the Agreement) has occurred and, in consideration for PDK agreeing to
waive (a) the breach by CGI of provisions contained in Section 2(d) of the
Agreement, and (b) its right to suspend performance of its obligations under the
Agreement, the parties hereto desire to (i) amend the Payment Provision to
provide for the payment by CGI to PDK of a higher amount, and (ii) amend the
Agreement to reflect PDK's agreement not to sell any products containing either
ephedrine or pseudoephedrine to convenience stores or to any suppliers of
convenience stores during the Term (as defined in the Agreement).
The terms which are not defined herein shall have the respective
meanings ascribed to them in the Agreement.
NOW, THEREFORE, for valid and good consideration, the parties hereto
agree as follows:
1) The sentence of Section 2(a) of the Agreement shall be deleted
in its entirety and shall be replaced with the following four
sentences:
"(a) In consideration for the waiver by PDK of (i) its rights
with respect to the continuing breach by CGI of the payment
provisions of Section 2(d) of this Agreement, and (ii) the
right to suspend performance of its obligations under this
Agreement as a result of the occurrence of an Event of Force
Majeure (as defined in Section 5 below), CGI agrees to pay PDK
$1.50 per bottle of Products shipped to CGI (the "Basic
Payment"), except as otherwise provided herein a paragraphs 2
and 6; provided that said waiver shall not constitute a waiver
of PDK's right to terminate this Agreement and the License
hereunder or to exercise any rights available to PDK upon
reoccurrence or continuance of such acts or events. In
addition to the Basic Payment, CGI shall also pay PDK the
difference between 93% of the sales price as invoiced to the
customer of each bottle and $1.50 per bottle (the AExcess
Payment@). The Excess Payment is payable monthly, in arrears,
within 15 days of the end of the month in which CGI received
payment for the related Products."
2) The following paragraph shall be added to Section 6 of the
Agreement as paragraph (b) thereof:
"(b) In consideration for the amendment by the parties hereto
the provisions of Section 2(a) above, PDK hereby agrees and
acknowledges that from and after the date of this Amendment
Agreement PDK shall not sell, manufacture, market or
distribute any products containing ephedrine or
pseudoephedrine to convenience stores or to any suppliers of
convenience stores during the Term."
3) Except as herein above amended, all of the terms and
provisions of the Agreement shall remain in full force and
effect.
4) This Amendment shall be governed by and construed in
accordance with the laws of the State of New York, without
regard to principles of conflicts of law.
IN WITNESS WHEREOF, the parties have executed this Amendment Agreement
as of the day and year first above written.
PDK LABS INC.
By: ______________________________
Xxxxxxxx Xxxxxxxx, President
COMPARE GENERIKS, INC.
By: ______________________________
Xxxxxx X. Xxxxx, President
