1
EXHIBIT 10.30
AMENDMENT NO. 1 TO LICENSE AGREEMENT
OF MARCH 22, 1988 BETWEEN
AMARILLO BIOSCIENCES, INC. AND
THE TEXAS A&M UNIVERSITY SYSTEM
THIS AMENDMENT NO. 1 ("Amendment") is entered into as of this
the ____ day of __________________, 1998, by and between AMARILLO BIOSCIENCES,
INC. (formerly Amarillo Cell Culture Company, Incorporated), a Texas corporation
having its principal office at 000 Xxxx 0xx Xxxxxx, Xxxxxxxx, Xxxxx 00000
(hereinafter referred to as "ABI"); and THE TEXAS A&M UNIVERSITY SYSTEM, having
its principal offices at Xxxxxxx Xxxxxxx, Xxxxx 00000 (hereinafter referred to
as "TAMUS").
WHEREAS, TAMUS and ABI have heretofore entered into that
certain License Agreement dated March 22, 1988 (hereinafter, the "License
Agreement"); and further
WHEREAS, the parties desire to amend the License Agreement
with respect to the matters hereinafter set forth;
THEREFORE, in consideration of these presents and for other
good and valuable consideration the receipt and sufficiency of which are
evidenced by the execution hereof, the parties hereby agree as follows:
1. All references in the License Agreement to "ACC"
shall be deemed to be references to "ABI".
2. The first sentence of Article 3.2 is amended by
deleting the words "or any licensee".
3. The following shall be inserted following the
existing Article 3.2:
"3.2-A. In the event ABI enters into a sublicense
arrangement (as defined below), then in lieu of the
royalty provided in Article 3.2
-1-
2
above, ABI shall pay to TAMUS an earned royalty of
five percent (5%) of all amounts actually received by
ABI or its AFFILIATES with respect to the sale by any
sublicensee of ABI of LICENSED PRODUCTS in a country
where PATENT RIGHTS exist. The earned royalty
percentage shall be applied only once to the NET
SELLING PRICE regardless of the possibility that
manufacture, use, or sale of a LICENSED PRODUCT may
be covered by more than one LICENSED PATENT. For
purposes of this Article 3.2-A, "sublicense
arrangement" shall mean an arrangement under which
ABI and its AFFILIATES do not market LICENSED PRODUCT
directly, or indirectly through an agent, but rather
license rights to market LICENSED PRODUCT to an
unaffiliated entity, which entity is responsible for
obtaining regulatory approval in the subject market,
and for promotion and pricing."
4. The following shall be added at the end of the
existing Article 3.3: ", and the royalties payable
under Article 3.2-A above shall be reduced to two and
one-half percent (2.5%) of all amounts actually
received by ABI or its AFFILIATES."
5. The following shall be added at the end of the
existing Article 6.4: "; provided, however, that for
the license year beginning April 1, 1998, and for all
subsequent license years, the application of such
credit shall never cause the royalty provided for
under Article 3.4(b) to be reduced below $7,500.00
per year."
6. Except as herein amended, all terms and provisions of
the License
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been executed by the
undersigned as of the date first above written.
AMARILLO BIOSCIENCES, INC. THE TEXAS A&M UNIVERSITY SYSTEM
By: By:
----------------------- ----------------------------
Xxxxxx X. Xxxxxxx,
President
-2-
