AMENDMENT NO. 1 TO STOCK PURCHASE & SALE AGREEMENT
Exhibit
10.1
AMENDMENT
NO. 1 TO
STOCK
PURCHASE & SALE AGREEMENT
This
Amendment No. 1 to Stock Purchase & Sale Agreement (this "Amendment")
is
made and entered into effective as of June 8, 2007 by and between Chiral Quest
Acquisition Inc. (“Buyer”),
and
VioQuest Pharmaceuticals, Inc., a Delaware corporation (“Seller”),
relating to the sale by Seller and purchase by Buyer of all of the outstanding
shares of capital stock of Chiral Quest, Inc., a Minnesota corporation
(“Company”).
WHEREAS,
Buyer
and Seller have entered into that certain Stock Purchase & Sale Agreement,
dated April 10, 2007 (the “Agreement”)
related to the purchase of all outstanding equity shares of the Company; and
WHEREAS,
Buyer
and Seller desire to postpone the latest date on which the Closing of the
transaction contemplated by the Agreement has to occur before the parties are
entitled to terminate the Agreement.
NOW,
THEREFORE,
in
consideration of the mutual covenants and agreements set forth in this
Amendment, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as
follows:
1.
The
first
paragraph of Section 3 of the Agreement shall be restated as
follows:
“The
Closing (“Closing”)
shall
take place at the offices of Seller located at 000 Xxxxx Xxxx Xxxx, Xxxxx 000,
Xxxxxxx Xxxxx, XX 00000 commencing at 11:00 a.m., local time, on a date not
later than July 9, 2007 (the “Last
Closing Date”),
or at
such other time, date and place as may be mutually agreed upon in writing by
the
parties hereto (the "Closing
Date").
All
proceedings to take place at the Closing shall take place simultaneously, and
no
delivery shall be considered to have been made until all such proceedings have
been completed. The Closing shall be deemed to have taken place at 11:59 p.m.,
local time, on the Closing Date.”
2. All
other
provisions of the Agreement remain unaffected.
IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Amendment as of the day and year first above written.
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| By: | /s/ Xxxxxx X. Xxxxxxxxx | |
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Xxxxxx
X. Xxxxxxxxx
President
& Chief Executive
Officer
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Chiral
Quest Acquisition Corp.
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| By: | /s/ Xumu Zhang | |
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Xumu
Zhang
Its:
President
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