Xxxxxxxxx International Corporation
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0 Xxxxxx
000-000-0000
January 15, 2002
Praxis Pharmaceuticals Inc.
#000 - 000 Xxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Gentlemen:
This letter outlines our agreement pertaining to the Termination of License And
Research & Development Agreement Dated the 28th of February, 2001 (the
"Termination Agreement"). In the Termination Agreement, Xxxxxxxxx and Praxis had
agreed that Praxis would retain those common shares of Xxxxxxxxx issued to
Praxis under the terms of the original license agreement; and that Praxis would
pay to Xxxxxxxxx 30% of Net Revenues from sales of the agents in the arthritis
and topical treatment of dermal wrinkles to a maximum of $250,000 over the first
three years of sales (the "Royalty Obligation").
Xxxxxxxxx and Praxis now amend the Termination Agreement as follows:
1. Praxis shall be entitled to retain the common shares of Xxxxxxxxx;
however, the remaining shares (the "Shares") shall be placed in a
voluntary pooling arrangement under which an amount shall be released
every three months to Praxis. That amount shall be 1% of the total
number of Xxxxxxxxx'x outstanding shares.
2. So long as Praxis pays Xxxxxxxxx 66.6% of the proceeds from the sale of
the Shares until US$ 175,000 has been paid, Xxxxxxxxx shall xxxx that
payment to be in full and complete satisfaction of the Royalty
Obligation described above.
Please sign below to indicate your agreement and acceptance of this amendment to
the Termination Agreement.
XXXXXXXXX INTERNATIONAL CORPORATION
By: /S/ XXXXXX XXXXX
-----------------------------------------
Xxxxxx Xxxxx, President
Xxxxxx to and accepted this 15th day of January, 2002.
PRAXIS PHAMRACEUTICALS INC.
By: /S/ XXXXXX XXXXX
-----------------------------------------
Xxxxxx Xxxxx, Secretary
