AMENDMENT TO DISTRIBUTION AGREEMENT Dated April 3, 2002
EXHIBIT
10.4
AMENDMENT
TO
Dated
April 3, 2002
This
Amendment No. 2
is made
and entered into this 3rd
day of
April, 2002, between Medi-Hut
Co., Inc.
(“Medi”
or “DISTRIBUTOR”) and Syntho
Pharmaceuticals, Inc.,
a New
York corporation (“Syntho” or “MAKER”).
RECITALS
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A.
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Medi
and Syntho executed and delivered a Distribution Agreement dated
as of
November 20, 2001 (the “Agreement”) pursuant to which Medi agreed to
exclusively distribute Subject Technology (as defined in paragraph
1.1 of
the Agreement) and Syntho agreed to manufacture Subject
Technology.
|
|
B.
|
Medi
and Syntho executed and delivered an Amendment No. 1 to the Distribution
Agreement dated as of February 7, 2002 (the “Agreement”) pursuant to which
the Parties desired to amend the Agreement in the particulars set
forth in
paragraph 4.1 of the Agreement.
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|
C.
|
The
Parties desire to further amend the Agreement in the particulars
set forth
in paragraph 4.1 of the Agreement.
|
NOW,
THEREFORE,
in
consideration of the mutual covenants herein contained, and for other good
and
valuable consideration, the receipt and sufficiency whereof are hereby
acknowledge, the parties covenant and agree to further amend paragraph 4.1
of
the Agreement as follows:
“4.1
As
consideration for the rights conveyed by the MAKER under this Agreement,
DISTRIBUTOR shall pay to MAKER a fee of Two Million Five Hundred Thousand
Dollars ($2,500,000). Of this amount, Six Hundred Thousand Dollars ($600,000)
shall be retained by DISTRIBUTOR and paid to MAKER upon the cash collections
of
the first Three Hundred Thousand Dollars ($300,000) of invoices from the
DISTRIBUTOR’s customers pertaining to sales of the Subject Technology and an
additional Three Hundred Thousand Dollars ($300,000) from collection of second
set of invoices.”
The
terms
and conditions of this Amendment shall be deemed to modify and supercede the
Agreement and in the event of any conflict or inconsistency between the terms
of
this Amendment and the terms of the agreement, the terms of this Amendment
shall
control. Unless otherwise modified, the remaining terms of the Agreement shall
remain in full force and effect.
IN
WITNESS WHEREOF,
the
parties have executed this Amendment on the date set forth above.
| MEDI-HUT CO., INC. | ||
| |
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| Date: April 3, 2002 | By: | /s/ Xxxxxx X. Xxxxxxxxx |
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| Xxxxxx X. Xxxxxxxxx, President | ||
| SYNTHO PHARMACEUTICALS, INC. | ||
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| Date: April 3, 2002 | By: | /s/ Xxxxxxxx Xxxxx |
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| Xxxxxxxx Xxxxx, President | ||
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