AMENDMENT NO. 1 TO ROYALTY PARTICIPATION AGREEMENT
EXHIBIT
10.3
AMENDMENT NO. 1 TO ROYALTY
PARTICIPATION AGREEMENT
This
Amendment No. 1 to Royalty Participation Agreement (this "Agreement"), is made
as of April 21, 2008, among the parties listed on the signature page hereto (the
“RPA Holder”), and In Veritas Medical Diagnostics, Inc. (the "Company").
WHEREAS, the Company’s wholly
owned subsidiary, IVMD (UK) Limited (“IVMD”), has entered into a license
agreement with Inverness Medical Innovations, Inc. (the “IMI Agreement”)
pursuant to which IVMD will receive royalties from the sale of a prothrombin
blood clotting measuring device (the “IMI Royalties);
WHEREAS, the RPA Holders have
each entered into a Royalty Participation Agreement with the Company, copies of
which are attached hereto (the “RPA Agreement”) pursuant to which each of the
the RPA Holder advanced certain amounts to the Company (the “Advance”), as set
forth on the attached Schedule I.
WHEREAS, in consideration of
the Advance, the Company agreed to provide a percentage of the royalties
received by IVMD pursuant to the IMI Agreement
WHEREAS, the parties wish to
amend the Royalty Participation Agreements as set forth below.
NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the adequacy of which is hereby acknowledged, the parties hereto
agree as follows:
1. Section
2(a) of the RPA Agreement is amended to provide that the RPA Holders shall
receive in the aggregate ten (10%) percent of the IMI Royalties with each RPA
Holder entitled to receive the percentage of the IMI Royalties set forth on the
attached Schedule II.
2. Section
2(b), (c) and (d) of each of the RPA Agreements shall be deleted in their
entirety.
3. Section
4 of each of the RPA Agreements shall be amended to delete the words “less the
amounts of any Contingent Payment paid to the investor pursuant to Section 2(b)
of this Agreement”.
4. Section
5 of each of the RPA Agreements shall be deleted in its entirely and the
following inserted in its place:
“The
parties agree that in the event that IVMD sells or otherwise disposes of its
rights to receive royalty payments in respect of sales of the PT Device, the RPA
Holders shall receive an amount calculated by applying the percentage set forth
on the attached Schedule II against their name to all cash consideration
received by IVMD in connection with any such sale or disposition, less any
royalty payments paid by IVMD to the PT Note Holders pursuant to Section 1
above, but in no event shall any payment pursuant to this Section 5 exceed three
times to original amount advanced by the RPA Holder.
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The
Parties further agree that in the event that the Company sells IVMD within three
years of the date of this Agreement for a purchase price as set forth below then
in such event the amount set out in the table below shall become payable to the
RPA Holders on a pro rata basis (relative to the percentages set out in Schedule
II), reduced by payments previously made to the PT Note Holders pursuant to this
Section 1 of the Agreement:
Purchase
price of Purchaser of IVMD UK or MDI
|
Payment
to RPA Holders
|
Less
than $2,000,000
|
Nil
|
$2,000,000
- $3,000,000
|
$200,000
|
$3,000,000
- $4,000,000
|
$300,000
|
$4,000,000
- $5,000,000
|
$450,000
|
$5,000,000
-$8,000,000
|
$600,000
|
$8,000,000
-$10,000,000
|
$800,000
|
$10,000,000
- $13,000,000
|
$900,000
|
In
excess of $13,000,000
|
$1,350,000
|
5. As
amended hereby, each of the RPA Agreements shall remain in full force and
effect.
[SIGNATURE
PAGE TO IMMEDIATELY FOLLOW]
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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement the day and year first above
written.
IN VERITAS MEDICAL DIAGNOSTICS, INC. |
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By: |
/s/ Xxxxxx
Xxxxx
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Name:Xxxxxx Xxxxx | |||||
Title: Chief Financial Officer | |||||
THE RPA HOLDERS | |||||
TRIUMPH
SMALL CAP, INC
|
|||||
By: |
/s/
Xxxxxxx Xxx
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Name: Xxxxxxx Xxx | |||||
Title: | |||||
JUMA TECHNOLOGY | |||||
By: | /s/ Xxxxxx Xxxxxxxxx |
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Name:
Xxxxxxx Xxxxxxxxx
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|||||
Title:
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Schedule
I
Triumph
Small Cap Fund
|
$ | 200,000 | ||
Juma
Technology (Assignee of The Xxxxx Family Irrevocable Stock
Trust)
|
$ | 250,000 |
Schedule
II
Triumph
Small Cap Fund
|
44 | % | ||
Juma
Technology (Assignee of The Xxxxx Family Irrevocable Stock
Trust)
|
56 | % |
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