EXHIBIT 10.22
AMENDMENT TO CONSULTING AGREEMENT
This AMENDMENT TO CONSULTING AGREEMENT (this "Amendment") is dated as
of the 20th day of June, 2000, by and between Memory Pharmaceuticals Corp., a
Delaware corporation (the "Company"), and Xxxx X. Xxxxxx, M.D. (the
"Consultant").
WITNESSETH:
WHEREAS, the Company and the Consultant are parties to a Consulting
Agreement dated as of April 1,1998 (the "Consulting Agreement"); and
WHEREAS, the parties now desire to amend the Consulting Agreement as
set forth herein.
NOW, THEREFORE, for full and adequate consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follow:
1. Section 3 (f) of the Agreement is hereby amended by deleting
"$30,000" and substituting "$50,000" in its place.
2. A new paragraph 3(g) is hereby added to the Consulting
Agreement to read in its entirety as follows:
"(g) (i) Notwithstanding anything contained in Section 3(b)
above to the contrary, if the Company hereafter issues shares of its
Common Stock or preferred stock (or securities convertible into Common
Stock or preferred stock), other than "Excluded Shares" (as defined in
the Company's Restated Certificate of Incorporation, as amended) ("New
Securities") for a purchase price (or exercise or conversion price, as
applicable) per share less than the Effective Price (as defined below),
then the options to purchase additional shares of Common Stock that the
Consultant would otherwise receive pursuant to Section 3(b) shall be
reduced by multiplying the five percent (5%) amount referred to in
Section 3(b) by the Adjustment Factor (as defined below).
(ii) The "Adjustment Factor" shall be determined by:
(A) dividing an amount equal to the sum of:
(I) the number of shares of Common
Stock outstanding on a fully-diluted basis
immediately prior to such issuance, and
(II) the consideration, if any, received
by the Company from
such issuance divided by the Effective Price (as
defined below), by
(B) the total number of shares of Common Stock
outstanding on a fully-diluted basis immediately after such
issuance.
(iii) In the case of the issuance of New Securities in whole
or in part for cash, the consideration received by the Company shall be
deemed to be the amount of cash paid therefor, plus the value of any
property other than cash received by the Company as provided in the
next sentence. In the case of the issuance of New Securities for
consideration in whole or in part in property or consideration other
than cash, the value of such property or consideration other than cash
shall be deemed to be the fair market value thereof as determined in
good faith by the Board of Directors of the Company.
(iv) The "Effective Price" shall initially be $2.50. The
Effective Price shall be equitably adjusted from time to time to
account for any stock split, stock dividend, combination,
reorganization, recapitalization or similar event involving a change in
the Common Stock.
3. All references in the Consulting Agreement to "this Agreement"
shall mean the Consulting Agreement, as amended hereby.
4. This Amendment may be executed in counterparts, each of which,
when executed and delivered, shall be deemed an original, and all of which
together shall constitute one agreement.
5. This Amendment shall be governed by and construed and
interpreted in accordance with the laws of The Commonwealth of Massachusetts,
without giving effect to principles of conflicts law.
6. In the event there is a conflict between this Amendment and
the Consulting Agreement, the terms of this Amendment shall prevail.
7. Except as amended hereby, the Consulting Agreement shall
remain in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Consulting Agreement to be executed and delivered as of the day and year first
above written.
MEMORY PHARMACEUTICALS CORP.
By:/s/Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, its Sr.VP,CFO
/s/Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, M.D.
