EXHIBIT 10.112
FIRST AMENDMENT TO AMENDED LICENSE AGREEMENT
THIS FIRST AMENDMENT TO AMENDED LICENSE AGREEMENT (the "Amendment") is
entered into effective as of this 1st day of September, 1996, by and between
Protein Technology, Inc., a Delaware corporation (the "Licensor"), and Biomune
Systems, Inc., a Nevada corporation (the "Licensee"). The Licensor and the
Licensee are sometimes collectively referred to herein as the "parties."
Capitalized terms used in this Amendment but not defined herein shall be deemed
to have the definitions ascribed in the Amended License Agreement (as that term
is defined below).
Recitals:
A. WHEREAS, the Licensor and the Licensee entered into a License Agreement
effective as of May 21, 1991 (the "Original License Agreement") regarding the
grant by the Licensor to the Licensee of the exclusive right and license to
utilize certain technology owned by the Licensor;
B. WHEREAS, the Licensor and the Licensee subsequently entered into an
Amended License Agreement effective as of December 15, 1995 (the "Amended
License Agreement"), which Amended License Agreement amended and restated in its
entirety the Original License Agreement and the grant by the Licensor to the
Licensee of the exclusive right and license to utilize Technology (as that term
is defined in the Amended License Agreement) in connection with the marketing
and sale of pharmaceutical and nutraceutical products for human applications;
C. WHEREAS, the Original License Agreement and the Amended License
Agreement are sometimes referred to herein collectively as the "License
Agreement";
D. WHEREAS, a copy of the Amended License Agreement is attached hereto as
Exhibit "A"; and
E. WHEREAS, the Licensor and the Licensee desire to amend paragraph 1(o) of
the Amended License Agreement, as set forth below.
NOW, THEREFORE, in consideration of the mutual premises and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Amendment to Paragraph 1(o) of the Amended License Agreement.
Paragraph 1(o) of the Amended License Agreement is amended in its entirety as
follows:
"(o) Territory: Territory means the following countries and areas and
their respective territories and possessions: (i) the United
States of America; (ii) Canada; (iii) Kenya; iv) the Ivory Coast;
(v) Zimbabwe; (vi) Ghana; (vii) Zambia; (viii) Nigeria; and (ix)
any other countries and areas of the world that may be included
by way of mutual agreement of the parties pursuant to paragraph
3(b) infra."
2. Entire Amendment. This Amendment constitutes the sole and entire
agreement between the parties regarding the matters set forth herein. There are
no collateral understandings, representations or agreements between the parties
other than those contained herein and in the Amended License Agreement, as the
same is amended and modified by this Amendment. The Amended License Agreement
shall continue in full force and effect as originally executed except as
specifically amended and modified by this Amendment. This Amendment adds
territory prior to Licensee achieving the minimum amount of gross receipts for
the preceding twelve month period as required under paragraph 3(b) of the
Amended License Agreement. Licensor's waiver of that requirement for the
additional territory added by this Amendement shall not be deemed a waiver of
any of the requirements under said paragraph 3(b) for future additions of
territory or otherwise.
3. Miscellaneous. The above Recitals and all Exhibits attached hereto
are deemed to be incorporated in this Amendment by reference.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the day and year first above written.
THE LICENSEE: THE LICENSOR:
BIOMUNE SYSTEMS, INC., a PROTEIN TECHNOLOGY, INC., a Delaware
Nevada corporation corporation
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx
Its: Chief Executive Officer Its: President
