FIRST AMENDMENT TO AMENDED AND RESTATED SUPPLY, LICENSE AND DEVELOPMENT AGREEMENT
Exhibit
10.16
CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTION.
FIRST
AMENDMENT TO AMENDED AND RESTATED
This
First Amendment to the Amended and Restated Supply, License, and Development
Agreement dated December 27, 2005, is dated May 9, 2007 (the “Amended
Agreement”) by and between Digital Angel Corporation (“Digital Angel”) and
VeriChip Corporation (“VeriChip”), both Delaware corporations.
RECITALS
Whereas,
Digital Angel and VeriChip have previously entered into an Amended and Restated
Supply, License and Development Agreement dated December 27, 2005 (the “Original
Agreement”).
Whereas,
due to changes in the timing of VeriChip’s IPO, it made its commercial sales
launch approximately twelve months later than such launch had been contemplated
when the Original Agreement was entered into.
Whereas,
Digital Angel and VeriChip wish to amend the Original Agreement with regard
to
order quantities and timing to reflect the delay in the launch of commercial
sales efforts.
AGREEMENT
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1.
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The
parties agree to replace the Schedule 5 in the Original Agreement
with the
new Schedule 5, which is attached to this Amended
Agreement.
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2.
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The
parties agree that the Original Agreement term will be extended by
one
year.
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3.
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All
other terms, conditions, representations, warranties and other clauses
of
the Original Agreement shall remain
unchanged.
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IN
WITNESS WHEREOF, this Amended Agreement has been executed as of the day and
year
first above written.
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DIGITAL
ANGEL CORPORATION
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A
Delaware corporation
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By:
/s/ Xxxxx X.
XxXxxxx
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Title:
Chief Executive Officer
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VERICHIP
CORPORATION
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A
Delaware corporation
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By:
/s/ Xxxxxxx X.
Xxxxxxx
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Title:
Chief Financial Officer
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SCHEDULE
5 (dated May 9, 2007)
MINIMUM
PURCHASE COMMITMENTS
(to
and forming a part of the Agreement)
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Calendar
Year 2006
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No
minimum
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Calendar
Year 2007
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No
minimum
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Calendar
Year 2008
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***
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Calendar
Year 2009
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***
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Calendar
Year 2010
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***
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Calendar
Year 2011
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***
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Unless
the Parties agree to a different Minimum Unit Commitment for Calendar Years
2012
and after, the Minimum Unit Commitment applicable to Calendar Years 2012 and
after shall be *** units per year.
***CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTION.
