THIRD AMENDMENT AGREEMENT
EXHIBIT
10.28
96700/199
103006
THIRD
AMENDMENT AGREEMENT
This
Third Amendment Agreement is made effective October 30, 2006 by and between
Xxxxxx Xxxxxxxx College of Medicine of Yeshiva University, a Division of Yeshiva
University, a corporation organized and existing under the laws of the State
of
New York, having an office and place of business at 0000 Xxxxxx Xxxx Xxxxxx,
Xxxxx, Xxx Xxxx 00000 ("AECOM") and Applied NeuroSolutions, Inc. (formerly
known
as Molecular Geriatrics Corp.), a corporation organized and existing under
the
laws of the State of Delaware, having an office and place of business at 00
Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx Xxxxx, Xxxxxxxx 00000
("Licensee").
Statement
AECOM
and
Licensee are parties to (1) a License and Collaborative Research Agreement
dated
February 1, 1994, as amended by an Amendment Agreement executed on March 20,
2002 and a Second Amendment Agreement effective September 21, 2002,
(collectively "the 1994 Agreement") and (2) a License and Collaborative Research
Agreement effective July 1, 1993, as amended by an Amendment Agreement executed
on July 9, 1993, an Amendment Agreement executed on March 20, 2002 and a Second
Amendment Agreement effective September 21, 2002, (collectively "the 1993
Agreement"). The parties now wish to make changes to certain terms that were
added to both the 1993 Agreement and the 1994 Agreement by the Amendment
Agreement executed on March 20, 2002 (“the March 2002 Amendment Agreement”) and
the Second Amendment Agreement effective September 21, 2002 (“the September 2002
Amendment Agreement”), and to revise the Field of the 1994
Agreement.
NOW,
THEREFORE, in consideration of the mutual covenants contained in the 1993
Agreement, the 1994 Agreement, the March 2002 Amendment Agreement, the September
2002 Amendment Agreement and in this Third Amendment Agreement and other good
and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Paragraph
3 of the March 2002 Amendment Agreement is hereby amended so that the due date
for the license maintenance payment of US$137,500.00 is extended from July
1,
2006 to December 31, 2006.
2. Paragraph
3(c) of the September 2002 Amendment Agreement is hereby amended so that the
due
date for the May 1, 2006 quarterly research support payment of US$37,500.00
is
extended from May 1, 2006 to December 31, 2006.
3. Paragraph
3(c) of the September 2002 Amendment Agreement is hereby amended so that the
due
date for the August 1, 2006 quarterly research support payment of US$37,500.00
is extended from August 1, 2006 to December 31, 2006.
4.
Paragraph 3(c) of the September 2002 Amendment Agreement is hereby amended
so
that the due date for the November 1, 2006 quarterly research support payment
of
US$37,500.00 is extended from November 1, 2006 to December 31,
2006.
5. On
or
before December 31, 2006, Licensee shall pay to AECOM US$25,000.00 as a license
maintenance payment, which payment is non-refundable and not creditable against
any other payment due to AECOM.
6. Licensee’s
failure to make any of the payments required by paragraphs 1 through 5 above
shall constitute a material breach of both the 1993 Agreement and the 1994
Agreement.
| 7. |
The
“Field” of the 1994 Agreement is revised to read as
follows:
|
“Field”
means the diagnosis of Alzheimer’s disease and precursor or related conditions,
including any applications in other neurodegenerative diseases derived from
the
results of the research done under this Agreement.
8. The
applicable provisions of this Third Amendment Agreement shall be deemed to
be
incorporated into the 1993 Agreement, the 1994 Agreement and the March 2002
Amendment Agreement in full and to be an integral part thereof as though fully
set forth therein. With the exception of the above amendments, all other
provisions of the 1993 Agreement, the 1994 Agreement and the March 2002
Amendment Agreement shall remain in full force and effect.
IN
WITNESS WHEREOF, the parties hereto have entered into and executed this Third
Amendment Agreement on the date first above written.
XXXXXX
XXXXXXXX COLLEGE OF
MEDICINE APPLIED
NEUROSOLUTIONS, INC.
OF
YESHIVA UNIVERSITY
By:
/s/Xxxxxxx Xxxx By:
/s/Xxxxx
Xxxxxxx
Name:Xxxxxxx
Xxxx
Name:Xxxxx
Xxxxxxx
Title:Associate
Xxxx for Business Affairs Title:President
& CEO
Agreed
to and accepted by:
/s/Xxxxx
Xxxxxx Date:_____________________
Dr.
Xxxxx
Xxxxxx
