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Exhibit No 10.127
AMENDMENT NO. 1 TO
TECHNOLOGY ASSIGNMENT AGREEMENT
This Amendment No. 1 to the Technology Assignment Agreement
("Amendment") is made as of September 15, 1997 by and among Monsanto Company, a
Delaware corporation, with its general offices at 000 Xxxxx Xxxxxxxxx Xxxxxxxxx,
Xx. Xxxxx, Xxxxxxxx 00000 ("Monsanto"), Ecogen Inc., a Delaware corporation,
with its principal office at 0000 Xxxxx Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxxx
00000 ("Ecogen") and Ecogen-Bio Inc., a Delaware corporation, with its principal
place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000
("Ecogen-Bio").
WITNESSETH
WHEREAS, Monsanto, Ecogen and Ecogen-Bio are parties to that certain
Technology Assignment Agreement dated as of January 24, 1996 (the "Original
Agreement"); and
WHEREAS, the parties wish to amend the Original Agreement as set forth
herein;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:
1. Capitalized terms used herein but not defined herein shall have the
respective meanings ascribed thereto in the Original Agreement. Except as
specifically set forth herein, this Amendment shall have no other effect on the
Original Agreement, the terms and conditions of which shall continue to remain
in effect as set forth in the Original Agreement.
2. On the date hereof, Monsanto is transferring to Ecogen the amount of
$1,000,000 (the "Funds") by wire transfer of immediately available funds to an
account designated by Ecogen.
3. The Funds, and accrued interest thereon at the rate of 12% per annum
based on a 360 day year, shall be repaid to Monsanto in the form of a credit
against the initial fees or other amounts due to Ecogen by Monsanto pursuant to
Paragraph 3.2(b) of the Technology Assignment Agreement. Notwithstanding the
foregoing sentence, Ecogen may, at its sole option and election and in full
satisfaction of its obligations under this Amendment, repay the Funds and any
accrued interest thereon in cash to Monsanto at any time prior to the time that
any fees or other amounts become due to Ecogen under Paragraph 3.2(b) of the
Technology Assignment Agreement. In the event that Ecogen makes the cash payment
described in the immediately preceding sentence, Monsanto shall not be entitled
to any credit against the fees or other amounts due Ecogen under Paragraph
3.2(b) of the Technology Assignment Agreement.
4. In the event that prior to November 1, 2002 (i) no fees or other
amounts become due to Ecogen under Paragraph 3.2(b) of the Technology Assignment
Agreement and (ii) Ecogen has not elected to repay in cash to Monsanto the Funds
and all accrued interest thereon, the Funds and all accrued interest thereon
shall on November 1, 2002 be due and payable to Monsanto by Ecogen.
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IN WITNESS WHEREOF, each party has caused this Amendment to be executed
by its duly authorized representative effective on the date set forth first
above.
ECOGEN INC. MONSANTO COMPANY
By: /s/ Xxxxx X. Xxxxxx, Xx. By: /s/ Xxxxx X. Xxxx
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ECOGEN-BIO INC.
By: /s/ Xxxx X. Xxxxxxxx
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