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EXHIBIT 10.2
AMENDMENT NO. 1 TO
AGREEMENTS
BETWEEN
GENELINK, INC.
AND
UNIVERSITY OF NORTH TEXAS HEALTH SCIENCE CENTER
AT FORTH WORTH
1. PARTIES. This AMENDMENT is made and entered into by and between
UNIVERSITY OF NORTH TEXAS HEALTH SCIENCE CENTER AT FORTH WORTH, whose address is
0000 Xxxx Xxxxx Xxxx., Xxxxx Xxxxx, Xxxxx 00000-0000, hereinafter referred to as
"UNTHSC", and GENELINK, INC., a Pennsylvania corporation, with its principal
office located in Margate, New Jersey, hereinafter referred to "GeneLink".
2. AMENDED AGREEMENTS. This is an Amendment to the DNA Specimen
Repository Agreement by and between the above listed parties dated June 21,
1995, hereinafter referred to as "AGREEMENT". A copy of the AGREEMENT is
attached hereto and incorporated by reference. In addition, this is an Amendment
to the Collateral License Agreement by and between the above listed parties
dated July 1, 1996, hereinafter referred to as "LICENSE AGREEMENT". A copy of
the LICENSE AGREEMENT is attached hereto and incorporated by reference.
3. AMENDMENT DATE. This AMENDMENT is effective on April 1, 1996.
4. AMENDMENT. In accordance with Section 21 of the AGREEMENT and
Section 1 of the LICENSE AGREEMENT, and for good and valuable consideration,
GeneLink and UNTHSC hereby make the following amendments:
SECTIONS 9.1 AND 2.1 of the AGREEMENT shall be modified as follows:
GeneLink shall continue to pay UNTHSC (***) per client for a
period of 5 years beyond the date of termination of the
AGREEMENT on March 21, 2001. On or about April 1, 2005, the
parties shall negotiate in good faith a possible adjustment of
this fee based upon current technology and costs. Absent a
written agreement signed by both parties adjusting this
resulting from such negotiation, all kits sold under the terms
of the AGREEMENT will be stored by UNTHSC in accordance with
the terms of the AGREEMENT at the rate of (***) per sample
through March 30, 2006.
SECTION 2 of the LICENSE AGREEMENT shall be replaced with the
following:
This LICENSE AGREEMENT shall be for the term of the AGREEMENT
and for the term of the AMENDMENT effective on April 1, 1996,
through March 30, 2006, and any other subsequent extensions.
This LICENSE
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AGREEMENT shall be subject to termination upon the conditions
of the AGREEMENT.
5. CONFLICT. Other than the matters addressed above, this AMENDMENT
does not act to change or alter any other provision of the AGREEMENT or the
LICENSE AGREEMENT. In the event of a conflict between the terms of this
AMENDMENT and the AGREEMENT, the terms of this AMENDMENT will control. In the
event of a conflict between the terms of this AMENDMENT and the LICENSE
AGREEMENT, the terms of this AMENDMENT will control.
UNIVERSITY OF NORTH TEXAS GENELINK, INC.
HEALTH CENTER AT FORT WORTH
By: /s/ Xxxxx X. Xxxxxxx, D.O. By: /s/ Xxxx X. XxXxxxxxxx
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Xxxxx X. Xxxxxxx, D.O. Xxxx X. XxXxxxxxxx
President President and CEO
Date: November 11, 1996 Date: November 5, 1995
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