EXHIBIT 10(m)
FIRST AMENDMENT TO DEVELOPMENT,
SUPPLY AND DISTRIBUTION AGREEMENT
THIS FIRST AMENDMENT TO DEVELOPMENT, SUPPLY AND DISTRIBUTION AGREEMENT
("First Amendment"), is made and dated as of October 31, 2008 (the Effective
Date), between CEL-SCI Corporation, a Colorado, USA, company ("CEL-SCI"), and
Orient Europharma Co. Ltd., a corporation organized and existing under the laws
of Taiwan, R.O.C., ("Orient Europharma"), with reference to the following facts:
A. CEL-SCI and Orient Europharma entered into that certain Development, Supply
and Distribution Agreement, dated November 10, 2000 ("DEVELOPMENT, SUPPLY AND
DISTRIBUTION AGREEMENT"). Except as otherwise modified in this First Amendment,
defined terms used herein shall have the same meanings given to them in the
Development, Supply and Distribution Agreement.
B. CEL-SCI and Orient Europharma now desire to amend the Development, Supply and
Distribution Agreement as set forth in this First Amendment.
THEREFORE, for valuable consideration, the receipt and adequacy of which
are hereby acknowledged, CEL-SCI and Orient Europharma hereby agree to amend the
Development, Supply and Distribution Agreement as follows:
1. Modifications to Development, Supply and Distribution Agreement.
(a) Definitions. Section 1. m. relating to the definition of the
territories covered in the Development, Supply and Distribution
Agreement is deleted and the following language is substituted
therefore:
1. m. "Territory shall mean Taiwan, Singapore, Malaysia, Hong
Kong, The Philippines, South Korea, Australia and New Zealand.
CEL-SCI grants to Orient Europharma the first right of
negotiation with respect to country-regionThailand and
placecountry-regionChina."
2. As valuable consideration for this amendment Orient Europharma
agrees to purchase $500,000 worth of CEL-SCI common stock
directly from CEL-SCI within one week of signing this First
Amendment. The price of the stock to be paid by Orient Europharma
will be the average of the CEL-SCI common stock closing prices
listed on Yahoo Finance of the 30 trading days preceding the
Effective Date of this First Amendment.
3. CEL-SCI and Orient Europharma confirm that Orient Europharma will
be responsible for * of the costs of CEL-SCI's advanced primary
head and neck cancer Phase III trial with Multikine approved by
the FDA.
* Confidential treatment requested. Confidential portion has been omitted and
filed separately with the Securities and Exchange Commission.
4. Neither party shall publish financial details related to revenue
sharing and Orient Europharma's participation in the Phase III
clinical trial covered in the First Amendment to the Development,
Supply and Distribution Agreement and, as far as possible, the
November 10, 2000 Agreement. Notwithstanding the foregoing, each
party may disclose the existence and terms of this Agreement as
necessary for filings with the U.S. Securities Exchange
Commission or a nationally recognized securities exchange;
provided, that such party informs the other party prior to
publication.
5. Conflicts. If any conflict between this First Amendment and the
Development, Supply and Distribution Agreement should arise, the
terms of this First Amendment shall control.
6. Successor and Assigns. This First Amendment shall be binding upon
and inure to the benefit of the successors and assigns of the
respective parties hereto.
7. Counterparts. This First Amendment may be executed in multiple
counterparts, each of which shall be deemed an original, but all
of which shall together constitute a single instrument.
The parties have executed this First Amendment as of the date first written
above.
CEL-SCI: ORIENT EUROPHARMA:
CEL-SCI Corporation, Orient Europharma Co. Ltd.,
a Colorado, USA, company a Taiwanese corporation
By: /s/ Geert X. Xxxxxxx By: /s/ X.X. Xxxxxx
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Name: Geert X. Xxxxxxx Name: X.X. Xxxxxx
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Title: Chief Executive Officer Title: Managing Director
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