AMENDMENT NO. 1 TO THE PERSONAL SERVICES AGREEMENT BETWEEN
PHARMAPRINT INC. (FORMERLY, ABT GLOBAL PHARMACEUTICAL CORP.),
DIMENSION MEMORY, INC. AND XXXXXX XXXXXXX DATED AS OF MAY 8, 1996
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This Amendment No. 1, made as of this 10th day of December, 1996 by and
among PharmaPrint Inc. (formerly, ABT Global Pharmaceutical Corp.) (the
"Company"), Dimension Memory, Inc. ("Dimension") and Xxxxxx Xxxxxxx
("Xxxxxxx"), shall amend that certain Personal Services Agreement dated as of
May 8, 1996 ("Personal Services Agreement") by and between the Company,
Dimension and Xxxxxxx.
WHEREAS, the Company is in the business of developing pharmaceutical
versions of natural medicines using its proprietary PharmaPrinting technology;
WHEREAS, pursuant to the Personal Services Agreement, Dimension has
been providing the services of Xxxxxxx to the Company as the Company's
Executive Vice President and Chief Operating Officer on the terms and
conditions set forth in the Personal Services Agreement (the "Existing
Duties");
WHEREAS, the Company intends to expand its international marketing and
licensing of its PharmaPrinting technology and related products to
manufacturers of natural medicines and conventional pharmaceutical companies
located in Australia and Southeast Asia;
WHEREAS, Dimension and Xxxxxxx have significant contacts and
relationships with Australian and Southeast Asian entities and individuals in
the natural medicine business and can offer additional services to the
Company with respect to such geographic region;
WHEREAS, the Company wishes to retain, and Dimension desires to
perform, the additional services provided for herein;
WHEREAS, in compensation for the additional services to be provided
hereunder and in payment of the balance of the compensation payable under the
Personal Services Agreement as if the full term of such agreement had run,
the Company will pay Dimension and Xxxxxxx an amount equal to Three Hundred
Four Thousand Dollars ($304,000), which amount will be paid as soon as
practicable hereafter; and
WHEREAS, the parties hereto have agreed to amend the Personal Services
Agreement in order to reflect their agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the parties hereto, intending to be legally bound, agree
that the Personal Services Agreement is hereby amended as follows:
1. Section 3 is amended by adding the following subsection immediately
after subsection (a);
"(b) In addition to providing the personal services of
Xxxxxxx to function as the Company's Executive Vice President
and Chief Operating Officer, Dimension will (i) utilize its
business contacts and relationships in Australia and Southeast
Asia and otherwise use its best efforts to locate and
introduce the Company to potential licensing and/or
manufacturing partners or customers, including without
limitation, natural medicine and pharmaceutical companies who
may be interested in contracting with the Company to
"PharmaPrint" natural medicines; and (ii) take such actions as
are reasonably requested by the Company to maintain good
relations between the Company and its existing and potential
shareholders residing in Australia and Southeast Asia (the
"Additional Duties)."
2. Section 4 is amended by adding the following paragraph immediately
after the first paragraph:
"Notwithstanding the foregoing, the services to be provided by
Dimension pursuant to Section 3(b) hereof, shall be rendered
in Australia and Southeast Asia as the Company and Dimension
shall deem reasonably necessary."
3. Section 5(b) is amended by deleting the subsection in its entirety and
replacing it with the following:
"5(b). During the term of this Agreement, Dimension shall be
entitled to receive compensation in the amount of $304,000 for
providing the services of Xxxxxxx to the Company and the
performance by Xxxxxxx of the Existing Duties and by Dimension
of the Additional Duties set forth in Section 3 hereof. Such
amount shall be paid by the Company in advance in one lump sum
payment (the "Prepayment").
4. Section 6 is amended by deleting the section in its entirety and
replacing it with the following:
"6. AUTOMOBILE ALLOWANCE.
During the term of this Agreement, Xxxxxxx shall be entitled
to receive an automobile allowance of Five Hundred Dollars
($500) per month, the aggregate amount of which is payable in
advance by
the Company in one lump sum payment (the "Advanced Automobile
Allowance"). Xxxxxxx agrees at all times to maintain
automobile insurance, including liability coverage of at least
$1,000,000 per occurrence and $3,000,000 in the aggregate."
5. Section 7 is amended by deleting the section in its entirety and
replacing it with the following:
"7. TERMINATION COMPENSATION AND REPAYMENT.
(a) Upon termination by the Company without a Breach
pursuant to Section 2(b) hereof, Dimension shall be entitled to
(i) the Compensation under Section 5 (including the unearned
portion of the Prepayment and reimbursement of
business-related expenses up to and including the last date of
Xxxxxxx' services to the Company) and (ii) the unearned
portion of the Advanced Automobile Allowance under Section 6
hereof.
(b) Upon termination (i) by the Company for a Breach or
upon the death or Disability of Xxxxxxx, or (ii) by Dimension
without a Company Breach pursuant to Section 2(b) hereof,
Dimension shall be obligated to repay the Company (x) an
amount equal to the pro rata unearned portion of the
Prepayment paid pursuant to Section 5(b) hereof, and (y) an
amount equal to the pro rata unearned portion of the Advance
Automobile Allowance, within thirty (30) days of the date of
termination, provided, however, that Dimension shall be
entitled to reimbursement of business-related expenses under
Section 5(c) hereof, up to and including the date of
termination.
All other terms and provisions contained in the Personal Services
Agreement are hereby ratified and shall remain in full force and effect. This
Amendment may be executed in counterparts, each of which together shall be
deemed to be an original as against any party whose signature appears
thereon, and all of such shall together constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
PHARMAPRINT INC. DIMENSION MEMORY, INC.
By: By:
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Name: Name:
Title: Title:
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Xxxxxx Xxxxxxx
