EXHIBIT 4.4
AMENDMENT NO. 1
TO THE
JOINT DEVELOPMENT,
MARKETING AND DISTRIBUTION AGREEMENT
BETWEEN
PALL CORPORATION
AND V.I. TECHNOLOGIES, INC.
THIS AMENDMENT NO. 1 to the Joint Development, Marketing and Distribution
Agreement dated February 19, 1998 (the "Joint Development Agreement") between
Pall Corporation ("Pall") and V.I. Technologies, Inc. ("Vitex"), is made as of
July 19, 1999 by and between Pall and Vitex. Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in the Joint
Development Agreement.
BACKGROUND
Under the Joint Development Agreement, the termination of the employment
with Vitex of XXXXXXX XXXXXXXX is deemed to be a Material Default by Vitex,
permitting Pall to terminate the Joint Development Agreement in accordance with
Section 13.03 thereof. Pall has been advised that XXXXXXX XXXXXXXX intends to
terminate his employment with Vitex (the "Termination"). Pall and Vitex agree
that Pall should have one full year following the later of the date of this
Amendment No. 1 or the effective date of the Termination to exercise its rights
under Section 13.03 of the Joint Development Agreement to terminate the Joint
Development Agreement. Accordingly, in consideration of the foregoing and for
other good and valuable consideration, the receipt, sufficiency and adequacy of
which is hereby acknowledged by both parties, Pall and Vitex hereby agree as
follows.
1. Amendment to Section 13.03 (b). The following shall be after the last
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sentence of Section 13.03 (b) of the Joint Development Agreement:
"Vitex shall promptly notify Pall in writing of the effective date (the
"Effective Date") of the termination of XXXXXXX XXXXXXXX'x employment with
Vitex. Upon such notification, which constitutes acknowledgement by Vitex
that a Material Default by Vitex under the terms of this Agreement has
occurred, and notwithstanding any provision of this Section 13.03(b) to the
contrary, the parties agree that (i) except as set forth below, such
Material Default shall not be curable and Notice to Cure need not be
delivered, and (ii) Pall shall have one full year (the "Decision Period")
following the later of (y) the Effective Date or (z) the date of Amendment
No. 1 to this Agreement to deliver to Vitex a Notice of Termination in
accordance with this Section 13.03(b), and following such delivery, this
Agreement shall terminate as of the date specified in such notice, which
shall not be less than 30 days from the date on which such Notice of
Termination is given. The parties agree that the Decision Period is a
reasonable period of time for Pall to determine whether to exercise its
rights under the terms of this Section 13.03 to terminate this Agreement
and that such determination shall be made by Pall in its sole discretion.
If Pall does not exercise its rights to terminate this Agreement pursuant
to this paragraph, then the Material Default resulting from the Termination
shall be deemed to have been cured."
2. No Other Charges. Except as set forth herein, the Joint Development
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Agreement is and shall remain in full force and effect and this Amendment No. 1
does not and shall not be deemed to waive, modify or amend any other terms of
the Joint Development Agreement.
IN WITNESS WHEREOF, Pall and Vitex have caused this Amendment No. 1 to be
executed by their authorized representatives as of the date above written.
PALL CORPORATION
/s/ Xxxxxxx X. Xxxxx
By:_________________________
V. I. TECHNOLOGIES, INC.
/s/ Xxxx X. Xxxx
By:_________________________
