AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
AMENDMENT NO. 1
TO
This
AMENDMENT NO. 1 TO
ASSET PURCHASE AGREEMENT
(this “Amendment”), dated October 8,
2018, is made by and between QuantRx Biomedical Corporation, a
Nevada corporation (“Seller”), and Preprogen LLC, a
Delaware limited liability company (“Buyer”). Buyer and Seller are
collectively referred to herein as the “Parties” and each individually as
a “Party”.
WHEREAS, the Parties executed the Asset
Purchase Agreement on December 14, 2017 (“Agreement”) pursuant to which the
Seller sold, assigned, transferred and delivered to Buyer, and
Buyer purchased and accepted from Seller, all of the Purchased
Assets, as such term was defined in the Agreement; and
WHEREAS, the Parties desire to amend the
Agreement to release to the Parties certain funds held in escrow
under the terms of Agreement, as more particularly set forth in
this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the
foregoing and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Parties hereto
agree as follows:
1. Elimination
of Escrow. Section 6.3 of the Agreement is hereby deleted
and replaced in its entirety with the following:
6.3
Payment of OTC Royalties.
Seller shall pay Buyer a royalty equal to five percent (5%) from
the sale by Seller of all products attributable to the Excluded
Business (“OTC
Royalties”); provided, however, (i) such OTC
Royalties shall terminate at such time as Buyer has received total
consideration equal to $200,000 in the aggregate in connection with
the Royalty Payments, and (ii) Seller shall be entitled to offset
such OTC Royalties due and payable Buyer in an amount equal to the
amount of Revenue Payments otherwise due and payable Seller by
Buyer under the terms of Section 4.1 of this Agreement.
The Parties agree and acknowledge that in no event shall Buyer be
entitled OTC Royalties in excess of $200,000 whether resulting from
direct payments by Seller to Buyer hereunder, as a result of
Seller’s election to offset such OTC Royalties due and
payable Buyer by amounts equal to the Revenue Payments otherwise
due and payable Seller by Buyer under the terms of this Agreement,
or a combination thereof.
2. Release
of Escrow Funds. Upon execution of this Amendment, the
Parties shall execute and deliver to XX Xxxxxx Xxxxx Bank, N.A.
(“Bank”) an
Escrow Release Notice, in substantially the form attached hereto as
Exhibit A
(“Notice”),
which Notice shall release to the Parties, in equal amounts, any
and all funds on deposit with the Bank under the terms of the
Escrow Agreement, dated as of December 13, 2018, by and between the
Parties and the Bank, minus any fees payable to the Bank under the
terms of the Escrow Agreement. The Parties agree and acknowledge
that, as a result of the foregoing, the Escrow Agreement shall
terminate and be of no further force and effect.
3. Event
of Conflict. The provisions of the Agreement, as modified in
this Amendment, shall remain in full force and effect in accordance
with their terms and are hereby ratified and confirmed. In the
event of any conflict between the terms and conditions of this
Amendment and the terms and conditions set forth in the Agreement,
the terms and conditions set forth herein shall control. This
Amendment shall be governed by and construed in accordance with the
laws of the State of Delaware.
IN
WITNESS WHEREOF, this Amendment was duly executed on the date first
written above.
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QUANTRX
BIOMEDICAL, INC.
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By:
/s/ Xxxxxx
Xxxxxxxxx
Xx. Xxxxxx Xxxxxxxxx
Chief Executive Officer
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PEPROGEN
LLC:
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By:
/s/ Xxxxx
Xxxxxxxxxx
Name: Xxxxx Xxxxxxxxxx
Title:
Partner
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