Exhibit 10.1.1
AMENDMENT AGREEMENT
THIS AMENDMENT AGREEMENT is made and entered as of the 18th day of
September, 1995 by and among MeyerZall Laboratories, formerly known as Pegasus
Dermasearch Pty Limited ("MEYERZALL"), Interderm Limited ("INTERDERM") and IMX
Corporation ("IMX").
W I T N E S S E T H:
WHEREAS, MeyerZall and Interderm have entered into an Agreement dated June
23, 1995 under the terms of which MeyerZall granted, and Interderm acquired the
exclusive marketing and distribution rights for certain products of MeyerZall in
the United States (the "Distribution Agreement"); and
WHEREAS, Interderm and IMX shall enter into an Acquisition Agreement under
the terms of which Interderm shall assign all of its rights under the
Distribution Agreement to IMX; and
WHEREAS, the parties desire to implement certain amendments in the
Distribution Agreement in connection with the assignment to IMX as set forth
below.
NOW, THEREFORE, in consideration of the premises, as well as the mutual
covenants set forth below, the parties hereto agree as follows:
1. Amendment of Distribution Agreement
The Distribution Agreement shall be amended in the following respects:
a) Sections 3.7, 4.5, and 5.2 shall be deleted in their entirety; and
b) There shall be added an additional paragraph 1.3 as follows:
"It is recorded that a separate Agreement is being negotiated
with IMX, in terms of which MeyerZall proposes to grant IMX
exclusive marketing and distribution rights in the U.S.A. to
all new products it develops during the term of this
Agreement, upon terms and conditions to be negotiated between
MeyerZall and IMX."
c) Side Agreement on R1,000,000-00 pre-export financing to be incorporated
in IMX/Interderm Agreement.
2. Consent to Assignment
MeyerZall hereby consents to the assignment to IMX of the Distribution
Agreement, as amended by this Amendment Agreement and assumes all the
obligations impaired on Interderm in terms of the original Agreement between
Interderm and MeyerZall.
3. Effective Date
This Amendment Agreement shall become effective upon (and only in the
event of) the closing of the Acquisition Agreement.
4. Miscellaneous
a) Except as modified and amended by this Amendment Agreement, the
Distributions Agreement shall remain in full force and effect and unmodified.
b) This Amendment Agreement shall be governed by and interpreted according
to South African Law:
IN WITNESS WHEREOF, the parties have caused this Amendment Agreement to be
executed as of the date and year set forth above.
MEYERZALL LABORATORIES (PTY) LTD
By:____________________________________
INTERDERM LIMITED
By:____________________________________
IMX CORPORATION
By:____________________________________
Xxxxxxx X. Xxxxxxx, President
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