EXHIBIT 10.12
LETTER AGREEMENT DATED MARCH 14, 2003 AMENDING
TERMINATION AGREEMENT WITH XXXXXXXXX INTERNATIONAL CORPORATION
XXXXXXXXX INTERNATIONAL CORPORATION
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
March 14, 2003
PRAXIS PHARMACEUTICALS INC.
#000, 000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Gentlemen:
This letter outlines our agreement pertaining to the Termination of License And
Research & Development Agreement dated February 28, 2001 (the "Termination
Agreement"), the amendment to the Termination Agreement dated January 15, 2002
(the "First Amendment") and the amendment to the Termination Agreement dated May
28, 2002 (the "Second Amendment").
As set out in the Termination Agreement, Xxxxxxxxx and Praxis 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 "Royal Obligation").
FIRST AMENDMENT TO TERMINATION AGREEMENT
In the First Amendment, Xxxxxxxxx and Praxis agreed that (1) Praxis would place
its Xxxxxxxxx shares (the "Shares") in a voluntary pooling arrangement whereby
an amount equal to 1% of the total number of Xxxxxxxxx'x outstanding shares
would be released every three months to Praxis, and (2) so long as Praxis paid
Xxxxxxxxx 66.6% of the proceeds from the sale of the Shares until US$175,000 had
been paid, Xxxxxxxxx would deem that payment be in full and complete
satisfaction of the Royalty Obligation described above.
SECOND AMENDMENT TO TERMINATION AGREEMENT
In the Second Amendment, Xxxxxxxxx and Praxis agreed that (1) the Shares need
not be placed in a voluntary pooling arrangement; (2) Praxis would comply with
all of the requirements for resale of the Shares under Rule 144 of the United
States Securities Act of 1933; and (3) so long as Praxis has paid Xxxxxxxxx a
total of US$175,000 by May 31, 2003, such payment shall be deemed to be in full
and complete satisfaction of the Royalty Obligation described above.
-2-
THIRD AMENDMENT TO TERMINATION AGREEMENT
Xxxxxxxxx and Praxis now further amend the Termination Agreement, the First
Amendment and the Second Amendment to provide that the date for payment of a
total of US$175,000 by May 31, 2003 be extended until on or before May 31, 2004
(the "Third Amendment"). All other terms of the Termination Agreement, the First
Amendment and the Second Amendment remain in full force and effect.
Please sign below to indicate your agreement and acceptance of this Third
Amendment.
XXXXXXXXX INTERNATIONAL CORPORATION
By: /s/ XXXXX XXX
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Authorized Signatory
Agreed to and accepted this 14th day of March, 2003.
PRAXIS PHARMACEUTICALS INC.
By: /s/ XXXXX XXXXXXX
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Authorized Signatory
