SECOND AMENDMENT TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Exhibit
10.48
SECOND AMENDMENT TO
DEVELOPMENT
THIS SECOND AMENDMENT TO DEVELOPMENT
AND COMMERCIALIZATION AGREEMENT (this “Second Amendment”) is made as of the
17th
day of November, 2009, by and between Artann Laboratories, Inc. (“Artann”), a
New Jersey corporation and ProUroCare Medical Inc. (“ProUroCare”), a Nevada
corporation.
RECITALS
A. Artann
and ProUroCare (“the Parties”) entered into a development and commercialization
agreement on July 25, 2008 relating to a prostate mechanical imaging system
(“the Development and Commercialization Agreement”).
B. The
Parties entered into an amendment to that Development and Commercialization
Agreement on December 20, 2008 (the “First Amendment”).
C. The
Parties now wish to amend the Development and Commercialization Agreement and
the First Amendment thereto as provided herein.
Now, therefore, in consideration of the
covenants and agreements set forth herein and for valuable consideration,
receipt of which is hereby acknowledged, the Parties mutually agree as
follows:
AGREEMENT
ARTICLE
I
DEFINITIONS
Terms used in this Second Amendment
have the meanings ascribed thereto in the Development and Commercialization
Agreement and First Amendment thereto.
ARTICLE
II
AMENDMENTS
2.1 Section
3.2 of the Development and Commercialization Agreement shall be amended and
restated to read in its entirety as follows:
“3.2 Equity. ProUroCare
shall provide equity (i.e., shares of stock) in ProUroCare upon 1) submission of
a 510(k) or PMA as outlined in Section 2.3 on the Generation V PMI System (the
“510(k)”), or 2) March 15, 2010, whichever is later. The equity
provided shall be as follows:
a)
769,231 shares, if the 510(k) is duly filed with FDA by November 26,
2009;
b)
666,667 shares, if the 510(k) is duly filed with FDA by December 15,
2009;
c)
588,235 shares, if the 510(k) is duly filed with FDA by December 31, 2009;
or
d)
526,316 shares, if the 510(k) is duly filed with FDA after January 1,
2010.”
IN
WITNESS THEREOF, the Parties, intending to be legally bound, have caused this
Amendment to be executed by their duly authorized officers, as of the effective
date of this Amendment.
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PROUROCARE
MEDICAL, INC.
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ARTANN
LABORATORIES, INC.
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By:
/s/ Xxxxxxx X.
Xxxxxxx
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By:
/s/ Xxxxx
Xxxxxxxxx
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Xxxxxxx X.
Xxxxxxx
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Xxxxx
Xxxxxxxxx
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(Print
or Type Name)
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(Print
or Type Name)
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Title:
Chief Executive
Officer
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Title:
Chief Executive
Officer
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