As of April 15, 1999 Exhibit 10.45
Xxxxx X. Xxxxxxx, Ph.D.
c/o VIMRx Pharmaceuticals Inc.
0000 Xxxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Dear Xxxxx:
This letter agreement amends, modifies, clarifies and restates in all
respects the agreement dated August 26, 1996 between you and VIMRX
Pharmaceuticals Inc. (the "Company") as to terms and conditions of your
employment by the Company.
1. You are being employed as the Executive Vice President - Research and
Development of the Company. In such capacity, you will have general charge of
and administration over the Company's activities relating to Innovir
Laboratories, Inc., VM301 and hypericin, you will be the Company's principal
scientific spokesman to investor and related audiences, and you will perform
such other executive level duties as may be assigned by the Chairman and Chief
Executive Officer of the Company or by the President of Nexell Therapeutics
Inc., the Company's principal operating subsidiary, from time to time. You will
report to the Chairman and Chief Executive Officer and to the President of the
Company. If requested, you agree to serve, for no additional compensation, in
like capacities for any of the Company's subsidiaries throughout the term of
your employment. You will be based in the Company's Wilmington, Delaware office
but you will be required to travel from time to time to the Company's Irvine,
California office.
2. The term of your employment commenced on August 26, 1996 and shall
continue until terminated under the provisions of Paragraph 6 below. You will
be an employee of the Company and agree to devote your business and professional
time and energy and skills to the affairs of the Company and its subsidiaries
and to serve the Company faithfully and to the best of your ability.
Notwithstanding the foregoing, in the event you are notified that your
employment will be terminated without Cause (as hereinafter defined), (i) you
will be afforded a reasonable opportunity to seek other employment and (ii) you
may accept a full-time position with another employer (provided that acceptance
of such position does not breach your non-competition obligations under this
Agreement) at any time after receipt of notice of termination and prior to the
termination of this Agreement, without prejudice to your right to receive
severance pay.
3. (a) As compensation for the services to be rendered by you hereunder,
the Company will pay you a base salary of not less than $200,000 per annum,
payable in installments in accordance with the Company's regular payroll
practices. You will also be entitled to a discretionary cash bonus determined
as of the end of each calendar year during the
term hereof (based on performance criteria to be agreed upon between the Company
and you and such additional discretionary factors as the Chairman and Chief
Executive Officer and the Board of Directors of the Company (the "Board") may
apply from time to time). The minimum target bonus amount each year, assuming
satisfactory performance by you, will be one-third (1/3) of your base
compensation.
(b) You agree that effective April 15, 1999:
(i) the Incentive Stock Option Agreement to purchase 120,752
shares of the Company's Common Stock and that portion of the Non-Incentive Stock
Option Agreement to purchase 12,581 shares of the Company's Common Stock, each
between you and the Company and dated August 26, 1996, are hereby terminated in
consideration of (x) the grant to you under the 1990 Incentive and Non-Incentive
Stock Option Plan of an incentive stock option to purchase 133,333 shares of the
Company's Common Stock at $1.50 per share exercisable 50% on October 15, 1999
and 50% on April 15, 2000 pursuant to the terms of the Incentive Stock Option
Agreement attached hereto, and (y) the amendment of the Non-Incentive Stock
Option Agreement between you and the Company dated August 26, 1996 to change the
exercise price thereunder with respect to 366,667 shares from $3.3125 to $1.50
per share, pursuant to the terms of the Amendment to August 26, 1996 Non-
Incentive Stock Option Agreement attached hereto.
(ii) All shares subject to the options will be registered on Form
S-8 as soon as practicable after the Board approves such registration.
(c) You will be eligible to participate in the Company's medical,
dental, life and long-term disability insurance and other benefit programs,
including any 401(k) or other retirement or welfare plans, from time to time in
effect for the Company's senior executives, your participation in any such plans
to be in accordance with their respective terms and conditions. In lieu of
participation in the Company's medical and dental plans (if any), you may elect
to receive a $500 (after tax) monthly allowance therefor.
(d) Your performance will be reviewed annually by the Chairman and
Chief Executive Officer and the Board (or its compensation or like committee),
in connection with which they will consider an increase in your base
compensation, it being understood that any such increase will be discretionary.
4. You will be entitled to take up to an aggregate of four weeks vacation
each calendar year as business conditions permit, it being understood that no
more than one week of unused vacation per year of service with the Company may
be carried over to the succeeding year. The Company will not be required to
provide any additional compensation to you for vacation time not utilized by
you. The Company will pay you for any unused accrued vacation time earned as
of your termination date with the Company.
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5. The Company will reimburse you for all reasonable and documented
business expenses, including but not limited to, reasonable expenses of travel
between Wilmington, Delaware and Irvine, California, and of lodging in the
Irvine, California area, incurred by you on behalf of the Company during the
term of your employment hereunder, consistent with the Company's expense
reporting policy (as the same may be modified from time to time).
Notwithstanding anything herein to the contrary, the provisions of this
Paragraph 5 shall survive the effective date of termination of this Agreement
for a period of six months.
6. (a) Your employment hereunder may be terminated at any time by the
Company for Cause or upon at least 90 days' prior written notice by the Company,
without Cause. Your employment hereunder may be terminated at any time by you
(i) upon at least 90 days' prior written notice by you prior to January 1, 2000,
or (ii) at any time on or after January 1, 2000.
(b) In the event your employment is terminated by the Company without
Cause (including a constructive termination under Paragraph 6(f)), this
Agreement shall terminate immediately on the effective date of termination of
your employment; provided, however, that: you will be paid three months' base
salary as severance in monthly installments (in arrears) beginning the first
full month following the cessation of your employment with the Company (during
which time you will be entitled to continue to participate in the Company's
benefit plans to the extent permitted by such plans); and you will be entitled
to receive any accrued but unpaid salary earned by you through the effective
date of such termination.
(c) No severance shall be paid or payable to you in the event your
employment is terminated for Cause, or you voluntarily resign from your
employment with the Company (excluding a constructive termination under
Paragraph 6(f)), in which event this Agreement shall terminate immediately upon
the effective date of termination of your employment or upon the effective date
of your resignation, respectively; provided, however, that the Company shall
nonetheless be obligated to pay you any accrued but unpaid salary earned by you
through the date of such termination.
(d) For purposes of this Agreement, termination for "Cause" shall mean
termination due to any one or more of the following: (i) if you are indicted for
committing a felony or a decision or determination is rendered by any court or
governmental authority that you have committed any act involving fraud, willful
misconduct, dishonesty, breach of trust or moral turpitude; (ii) if you
willfully breach your duty of loyalty to, or commit an act of fraud or
dishonesty upon the Company; (iii) if you demonstrate gross negligence or
willful misconduct in connection with your employment; (iv) if, in the
reasonable, good faith opinion of a majority of the Company's whole Board
(excluding yourself, if you shall then be a director of the Company), you engage
in personal misconduct of such a material nature as to render your presence as a
senior executive officer detrimental to the Company or its reputation and you
fail to cure the same within five days after written notice thereof from the
Company; or (v) if you commit a material breach of or default under any of the
terms or conditions of this Agreement and you fail to cure such breach or
default within ten days after written notice thereof from the Company.
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(e) Your employment hereunder shall terminate immediately upon your
death or Permanent Disability. In either such event, this Agreement shall
terminate immediately upon the cessation of your employment; provided, however,
you (or your legal representative, as the case may be) will be entitled to
receive any accrued but unpaid salary earned by you through the date of such
termination, plus severance in monthly installments (in arrears), beginning the
first full month following the date of such termination in an aggregate amount
equal to the positive difference if any, between (x) the base salary you would
have received hereunder for the twelve months immediately following such
termination date had your employment continued for such twelve-month period, and
(y) the total monies paid or payable to you with respect to such twelve-month
period under the long-term disability insurance policy or policies maintained by
the Company for your benefit, if any. For purposes of this Agreement, the term
"Permanent Disability" shall have the meaning set forth in the long-term
disability insurance policy or policies then maintained by the Company for the
benefit of its employees, or if no such policy shall then be in effect, or if
more than one such policy shall then be in effect and the term Permanent
Disability shall be assigned different definitions in such policies, then the
term Permanent Disability shall be defined for purposes hereof to mean any
physical or mental disability or incapacity which renders you incapable of fully
performing the services required of you in accordance with your obligations
hereunder for a period aggregating 120 days during any twelve-month period.
(f) Upon the occurrence of any of the following events, you shall
have the right to terminate your employment with the Company on at least 60
days' notice. In the event such notice is given by you within 270 days of any
one or more of such events, such termination of employment shall be deemed, for
all purposes of this Agreement, as a termination of your employment by the
Company without Cause:
(i) a material breach of or default under this Agreement by the
Company which is not cured by the Company within ten (10) days after its receipt
of written notice thereof from you;
(ii) a material reduction in your duties or a material
interference with the exercise of your authority (not arising from any physical
or mental disability you may sustain) which would be inconsistent with your
position and authority as referenced in Paragraph 1 hereof and the same shall
not have been alleviated by the Chairman and Chief Executive Officer or the
Board within ten (10) days after its receipt of written notice thereof from you;
or
(iii) your failure to relocate to the Irvine, California vicinity
within 90 days of the Company's written request that you do so; provided that
such request may not be made at any time prior to January 1, 2000.
(g) Notwithstanding anything in Paragraphs 6(b) or 6(c) above to the
contrary:
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(i) you shall not have any obligation to the Company to
mitigate any termination of your employment whereby you would be required by the
Company promptly to seek, procure or commence substitute employment; and
(ii) in the event you do seek, procure or commence such
substitute full time employment, none of the income derived or to be derived by
you therefrom shall be setoff by the Company against the balance of any
severance payments, if any, owing to you by the Company under this Agreement.
7. You hereby agree that you shall not, directly or indirectly, during the
term of your employment hereunder, own, manage, operate, join, control or become
employed by, or render any services of an advisory nature or otherwise, or
participate in the ownership (other than shares held for investment in publicly
traded companies), management, operation or control of, or otherwise be
connected in any manner with, any business that sells products or services that
are competitive in a material respect with the products or services sold by the
Company, without the Company's prior written consent. The restriction on
competitive activities set forth in the prior sentence shall continue to apply
for a period of one year following the effective date of termination of your
employment hereunder in the event you voluntarily terminate your employment
(excluding a constructive termination under Paragraph 6(f)) prior to the date
that is two years from the date of this letter agreement or your employment is
terminated by the Company for Cause. In the event the restriction on
competition remains in effect for the 12-month period following your termination
pursuant to the prior sentence, you further agree that during such period you
will not directly or indirectly entice away from the Company's employment,
retain or otherwise engage, any employee of the Company.
8. (a) You further hereby covenant and agree that you will not at any
time during, or for a period of three (3) years following the termination of
your employment with the Company, reveal, divulge or make known to any person or
entity any secrets or confidential information (whether oral, written, or
electronically encoded) whatsoever, of or concerning the Company or its business
or anything connected therewith, all of which is and shall remain the property
of the Company and shall be returned by you to the Company (including all
copies) immediately upon any termination of your employment (or earlier, if
requested by the Company).
(b) For purposes hereof, confidential information shall not include any
information which: (i) is or becomes generally available to the public other
than as a result of a wrongful disclosure by you or your representatives, (ii)
was known by you on a non-confidential basis prior to its disclosure to you by
the Company or its representatives; (iii) becomes available to you from a source
other than the Company or its representatives, provided that such source is not
bound by a confidentiality agreement with the Company, or its representatives
and otherwise has a right to disclose the same; or (iv) is required to be
disclosed by any governmental or judicial authority, provided, in such case,
that you shall use your best efforts to notify the Company immediately of any
such requirement so that the Company shall have an opportunity to contest it.
5
9. In the event of any breach or threatened breach by you of any one or
more of the provisions of Paragraph 7 (relating to non-competition and non-
enticement of employees) or Paragraph 8 (relating to non-disclosure), the
Company will be entitled, in addition to any remedy otherwise available at law,
to an injunction restraining the breach of such provision hereof.
10. You agree that the Company may, in its discretion, apply for and take
out in its name and at its own expense, and solely for its benefit, key man life
insurance on you in any amount deemed advisable by the Company to protect its
interests, and you agree that you shall have no right, title or interest therein
and further agree to submit to any medical or other examination and to execute
and deliver any application or other instruments in writing reasonably necessary
to effectuate such insurance.
11. You represent and warrant that you are not under any obligation,
restriction or limitation, contractual or otherwise, to any other individual or
entity which would prohibit or impede you from performing your duties and
responsibilities hereunder, and that you are free to enter into and perform the
terms and provisions of this Agreement.
12. Notwithstanding anything herein to the contrary, the provisions of
Paragraphs 5, 7, 8, 9 and 11 hereof shall survive the expiration or termination
of this Agreement.
13. All notices, requests, demands and other communications provided for
by this Agreement shall be in writing and shall be either personally delivered
(including by couriers such as FedEx) or sent by pre-paid certified mail, return
receipt requested, addressed to the address stated below of the party to which
notice is given, or to such changed address as such party may have fixed by
notice given in accordance with the terms hereof:
TO THE COMPANY:
VIMRx Pharmaceuticals Inc.
0000 Xxxxxxxxxxx Xxxx
Xxxxx 000, Xxxxxx Xxxxx II
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Chairman
TO XXXXX X. XXXXXXX:
Xxxxx X. Xxxxxxx, Ph.D.
____________________ *
Xxxxxxxxxx, Xxxxxxxx 00000-0000
_____________
* to be provided separately to the Company
6
Any notice sent as provided above, shall be deemed given upon receipt at
the address provided for above (or, in the event delivery is refused, the first
date on which delivery was tendered).
14. This Agreement contains the entire agreement and understanding between
the parties relating to the subject matter hereof and supersedes any and all
prior understandings, agreements and representations, written or oral, expressed
or implied, with respect thereto.
15. This Agreement may not be amended, modified, altered or terminated
(other than pursuant to its terms) except by an instrument in writing signed by
the parties.
16. This Agreement shall be binding upon the parties hereto and their
heirs, distributees, successors and assigns.
17. In case any one or more of the provisions of this Agreement shall be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected thereby.
18. This Agreement shall be governed by, construed and enforced in
accordance with the laws of the State of Delaware applicable to contracts made
and to be performed entirely therein (without giving effect to the conflict of
law rules thereof).
Kindly indicate your agreement with the foregoing by countersigning the
enclosed duplicate copy of this letter agreement and returning it to me on
behalf of the Company.
On behalf of the Company, we look forward to a long and mutually rewarding
relationship.
Sincerely,
VIMRx PHARMACEUTICALS INC.
By:
-------------------------------
ACCEPTED AND AGREED TO AS OF THIS
15th day of April, 1999
----------------------------------
Xxxxx X. Xxxxxxx, Ph.D.
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VIMRx PHARMACEUTICALS INC.
INCENTIVE STOCK OPTION AGREEMENT
----------------------
To: Xxxxx X. Xxxxxxx
We are pleased to notify you that by the determination of the Stock Option
Plan Committee (hereinafter the "Committee") an incentive stock option to
purchase 133,333 shares of the Common Stock of VIMRx Pharmaceuticals Inc.
(herein called the "Company") at a price of $1.50 per share has as of this 15th
day of April, 1999 been granted to you under the Company's 1990 Incentive and
Non-Incentive Stock Option Plan (herein called the "Plan"). This option may be
exercised only upon the terms and conditions set forth below.
1. Purpose of Option.
The purpose of the Plan under which this incentive stock option has been
granted is to further the growth and development of the Company and its
subsidiaries by encouraging key employees, directors, consultants, agents,
independent contractors and other persons who contribute and are expected to
contribute materially to the Company's success to obtain a proprietary interest
in the Company through the ownership of stock, thereby providing such persons
with an added incentive to promote the best interests of the Company, and
affording the Company a means of attracting to its service persons of
outstanding ability.
2. Acceptance of Option Agreement.
Your execution of this incentive stock option agreement will indicate your
acceptance of and your willingness to be bound by its terms; it imposes no
obligation upon you to purchase any of the shares subject to this option. Your
obligation to purchase shares can arise only upon your exercise of the option in
the manner set forth in paragraph 4 hereof.
3. When Option May Be Exercised.
(a) The option granted you hereunder may not be exercised for a period of
six months from the date of its grant by the Committee as set forth above.
Thereafter, this option shall be exercisable as follows:
(i) at October 15, 1999, up to 50% of the total shares subject to
the option;
(ii) at April 15, 2000, up to 100% of the total shares subject to
the option.
This option may not be exercised for less than ten shares at any one time (or
the remaining shares then purchasable if less than ten) and expires at the end
of 10 years from the date of grant
whether or not it has been duly exercised (hereinafter, the "Option Expiration
Date"), unless sooner terminated as provided in paragraphs 5, 6 or 7 hereof.
4. How Option May Be Exercised.
This option is exercisable by a written notice signed by you and delivered
to the Company at its executive offices, signifying your election to exercise
the option. The notice must state the number of shares of Common Stock as to
which your option is being exercised, must contain a statement by you (in a form
acceptable to the Company) that such shares are being acquired by you for
investment and not with a view to their distribution or resale (unless a
Registration Statement covering the shares purchasable has been declared
effective by the Securities and Exchange Commission) and must be accompanied by
cash or a check to the order of the Company for the full purchase price of the
shares being purchased unless exercised pursuant to the following "cashless
exercise" provision.
In lieu of paying for the shares purchasable under this option by cash or
check, you may (i) deliver previously owned shares of Common Stock with a fair
market value equal to the full purchase price of the shares being purchased
under this option, or (ii) request that the Company withhold shares of Common
Stock issuable upon exercise of this option with a fair market value equal to
the full purchase price of the shares being purchased under this option (thereby
reducing the number of shares issuable upon exercise of this option). For
purposes of this option, unless the Committee determines otherwise, the "fair
market value" of a share of Common Stock as of a certain date shall be the
closing sale price of the Common Stock on The Nasdaq Stock Market or, if the
Common Stock is not then traded on The Nasdaq Stock Market, such national
securities exchange on which the Common Stock is then traded, on the trading
date immediately preceding the date fair market value is being determined. The
Committee may make such other determination of fair market value, based on other
factors, as it shall deem appropriate.
If notice of the exercise of this option is given by a person or persons
other than you, the Company may require, as a condition to the exercise of this
option, the submission to the Company of appropriate proof of the right of such
person or persons to exercise this option.
Certificates for shares of the Common Stock so purchased will be issued as
soon as practicable. The Company, however, shall not be required to issue or
deliver a certificate for any shares until it has complied with all requirements
of the Securities Act of 1933, the Securities Exchange Act of 1934, any stock
exchange on which the Company's Common Stock may then be listed and all
applicable state laws in connection with the issuance or sale of such shares or
the listing of such shares on said exchange. Until the issuance of the
certification for such shares, you or such other person as may be entitled to
exercise this option shall have none of the rights of a stockholder with respect
to shares subject to this option.
The Company shall have the right to require you, or such other person as
may be permitted to exercise this option, to remit to the Company an amount
sufficient to satisfy federal,
2
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for shares of Common Stock issuable upon exercise of
this option.
5. Termination of Employment.
If your employment with the Company (or a subsidiary thereof) is terminated
for any reason other than for Cause (as defined in any applicable employment
agreement between you and the Company) after October 15, 1999 the options shall
become immediately fully exercisable. If your employment with the Company or a
subsidiary thereof is terminated for any reason other than by death or
disability, you may exercise, within three months from the date of such
termination, that portion of the option which was exercisable by you at the date
of such termination, provided, however, that such exercise occurs no later than
the Option Expiration Date, and provided further that any portion of the option
not exercised by three months following termination shall be deemed a non-
incentive option and may be exercised until the Option Expiration Date.
6. Disability.
If your employment with the Company (or a subsidiary thereof) is terminated
by reason of your disability, you may exercise, within twelve months from the
date of such termination, that portion of this option which was exercisable by
you at the date of such termination, provided, however, that such exercise
occurs no later than the Option Expiration Date.
7. Death.
If you die while employed by the Company (or a subsidiary thereof) or
within six months after termination of your employment due to disability, that
portion of this option which was exercisable by you at the date of your death
may be exercised by your legatee or legatees under your Will, or by your
personal representatives or distributees, within twelve months from the date of
your death, but in no event after the Option Expiration Date.
8. Non-Transferability of Option.
This option shall not be transferable except by Will or the laws of descent
and distribution, and may be exercised during your lifetime only by you.
9. Adjustments upon Changes in Capitalization.
If at any time after the date of grant of this option, the Company shall,
by stock dividend, split-up, combination, reclassification or exchange, or
through merger or consolidation, or otherwise, change its shares of Common Stock
into a different number or kind or class of shares or other securities or
property, then the number of shares covered by this option and the price of each
such share shall be proportionately adjusted for any such change by the
Committee, whose determination shall be conclusive.
3
10. Acceleration of Exercisability Upon Change in Control.
Upon the occurrence of a "change in control" of the Company (as defined
below), this option shall become immediately fully exercisable. For purposes of
this option, a "change in control" of the Company shall mean (i) the acquisition
at any time by a "person" or "group" (as such terms are used Sections 13(d) and
14(d)(2) of the Exchange Act of beneficial ownership (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities representing 50%
or more of the combined voting power in the election of directors of the then
outstanding securities of the Company or any successor or the Company; (ii) the
termination of service of directors, for any reason other than death, disability
or retirement from the Board of Directors, during any period of two consecutive
years or less, of individuals who at the beginning of such period constituted a
majority of the Board of Directors, unless the election of or nomination for
election of each new director during such period was approved by a vote of at
least two-thirds of the directors still in office who were directors at the
beginning of the period; (iii) approval by the stockholders of the Company of
any merger, consolidation, or statutory share exchange as a result of which the
Common Stock shall be changed, converted or exchanged (other than a merger,
consolidation or share exchange with a wholly-owned Subsidiary) or liquidation
of the Company or any sale or disposition of 80% or more of the assets or
earning power or the Company; or (iv) approval by the stockholders of the
Company of any merger, consolidation, or statutory share exchange to which the
Company is a party as a result of which the persons who were stockholders
immediately prior to the effective date of the merger, consolidation or share
exchange shall have beneficial ownership of less than 50% of the combined voting
power in the election of directors of the surviving corporation; provided,
however, that no change in control shall be deemed to have occurred if, prior to
such time as a change in control would otherwise be deemed to have occurred, the
Company's Board of Directors deems otherwise.
11. Subject to Terms of the Plan.
This incentive stock option agreement shall be subject in all respects to
the terms and conditions of the Plan and in the event of any question or
controversy relating to the terms of the Plan, the decision of the Committee
shall be conclusive.
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12. Cancellation of Prior Options.
You acknowledge that the incentive stock option previously granted to you
by the Company to purchase 120,752 shares and the non-incentive stock option
previously granted to you by the Company to purchase 12,581 shares, each dated
as of August 26, 1996, are hereby terminated and canceled and are of no further
force and effect.
Sincerely yours,
VIMRx PHARMACEUTICALS INC.
By:_________________________
Name: Xxxxxxx X. Xxxxxxx
Title: President and CEO
Agreed to and accepted as of this
15th day of April, 1999.
_________________________________
Signature of Optionee
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VIMRx Pharmaceuticals Inc.
0000 Xxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
As of April 15, 1999
Xx. Xxxxx X. Xxxxxxx
0000 Xxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Re: Amendment to August 26, 1996 Non-Incentive Stock Option Agreement
-----------------------------------------------------------------
Dear Xxxxx:
This letter constitutes an amendment to the Non-Incentive Stock Option
Agreement dated as of August 26, 1996, as amended to date, (the "Option
Agreement") between you and VIMRx Pharmaceuticals Inc. (the "Company") as
follows:
In consideration of your willingness to enter into a new employment
agreement with the Company, the parties hereto acknowledge and agree that (i)
the exercise price of the option with respect to 366,667 shares is changed from
$3.3125 per share to $1.50 per share; (ii) options with respect to 12,581 shares
are hereby terminated and canceled and are of no further force and effect, and
(iii) the reference in paragraphs 5 and 11(a) of the Option Agreement providing
the option must be exercised within three months following termination of
employment is deleted, so that such exercise must occur prior to the expiration
date of the option.
Except as expressly set forth herein, the Option Agreement shall remain in
full force and effect.
Please sign below in the space provided to signify your consent to the
foregoing amendment.
Very truly yours,
VIMRx PHARMACEUTICALS INC.
By:__________________________
Xxxxxxx X. Xxxxxxx
I hereby acknowledge and agree to the foregoing amendment.
____________________
Xxxxx X. Xxxxxxx
