1
Exhibit 10.26
FIRST AMENDMENT TO
EMPYREAN BIOSCIENCE, INC. LICENSE AGREEMENT
WITH THE XXXXXXX COMPANY, INC.
THIS FIRST AMENDMENT (hereinafter "Amendment"), is effective as of 20th
day of April, 2001, by and between THE XXXXXXX COMPANY, INC. a Delaware
corporation with its principal offices at 0000 X. Xxxxxxxxx, Xxxxxxx, XX 00000
(hereinafter referred to as "COLEMAN") and EMPYREAN BIOSCIENCE, INC., Wyoming
corporation, (hereinafter referred to as "Licensee").
WHEREAS, COLEMAN and Licensee entered into a certain License Agreement dated as
of October 1, 1999, (hereinafter "License"); and
WHEREAS, COLEMAN and Licensee desire to modify and amend some of the terms of
the License.
NOW, THEREFORE, COLEMAN and Licensee, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, agree as set forth in
this Amendment:
1. RATIFICATION: COLEMAN and Licensee agree that, unless expressly
modified in this Amendment, all of the terms and conditions of the
License remain in full force and effect. This Amendment modifies and
amends the terms and provisions of the License, and in the event that
any terms and provisions of this Amendment conflict with the terms and
provisions of the License, the terms and provisions of this Amendment
shall amend, supersede, and control.
2. "MINIMUM ROYALTY: Section 3.3, of the License shall be amended and
restated as follows:
"Licensee shall pay XXXXXXX annual Minimum Royalties as follows:
1999/2000 Contract Year-----$25,000
2001 Contract Year---------$110,000
2002 Contract Year---------$220,000
Licensee shall pay XXXXXXX either the actual Royalty due for any
Contract Quarter or one twelfth, except for the first year where it will be one
fifteenth of the Minimum Royalty for the respective Contract Year, whichever is
higher, within fifteen (15) days after the end of each Contract Quarter. If
Licensee fails to meet the Minimum Royalties in any Contract Year, COLEMAN shall
have the option to terminate this Agreement without any right in Licensee to
cure."
Except as modified herein, all provisions of Section 3 shall remain in
full force and effect.
2
This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original but all of which taken together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment on the day
and year first written.
THE XXXXXXX COMPANY, INC. EMPYREAN BIOSCIENCE, INC.
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx
----------------------------- ---------------------------------
Name: Xxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxx
----------------------------- ---------------------------------
Title: President Title: EVP & COO
----------------------------- ---------------------------------
