FIRST AMENDMENT TO SALE AND ASSET PURCHASE AGREEMENT
FIRST
AMENDMENT TO SALE AND ASSET PURCHASE AGREEMENT
This
Amendment (the “Amendment”)
is
made as of this 30th
day of
September 2007 to that that certain Sale and Asset Purchase Agreement, dated
as
of July 6, 2007 (the “Asset
Agreement”),
by
and among Medical Discoveries, Inc., a Utah corporation (“MDI”),
MDI
Oncology, Inc., a Delaware corporation and wholly-owned subsidiary of MDI
(“MDI
Oncology”),
and
Eucodis Pharmaceuticals Forschungs - und Entwicklungs GmbH, an Austrian company
(“Eucodis”).
Capitalized terms used herein but not otherwise defined shall have the meanings
ascribed to them in the Asset Agreement.
WHEREAS,
the Asset Agreement (including, but not limited to, Sections 3.1 and 4.2
thereof) contemplates that that the transactions thereunder (such transactions,
the “Asset
Sale”)
shall
close on or before September 30, 2007; and
WHEREAS,
the Parties remain committed to closing the Asset Sale, however, desire to
extend the period provided for closing the Asset Sale.
NOW,
THEREFORE, in consideration of the mutual promises exchanged herein, the
Parties
agree as follows:
1.
Amendment
of Asset Agreement.
Section
1.11 of the Asset Agreement is hereby amended and restated in its entirety
as to
read as follows:
1.11 “Escrow
Agent shall mean Emmes Group Consulting LLC.”
Section
3.1 (c) of the Asset Agreement is hereby amended and restated in its entirety
to
read as follows:
(c)
“On
or
before October
31,
2007,
EUCODIS shall pay
the
Excess Portion to the MDI Parties or to another party as the MDI Parties
may so
direct.”
Section
4.2 of the Asset Agreement is hereby amended and restated in its entirety
to
read as follows:
4.2
“In
the
event that the Closing does not occur by October
31, 2007,
and
unless the parties have otherwise agreed in writing, the Escrow Agent shall
deliver the Transfer Documents to the MDI Parties or to whomever as the MDI
Parties may so direct.”
2.
No
Further Changes.
All
other provisions of the Asset Agreement shall remain in full force and effect
after the execution of this Amendment.
3.
Delaware
Law Governs.
This
Amendment shall be governed by and construed under the internal laws of the
State of Delaware.
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
written above.
| EUCODIS
PHARMACEUTICALS FORSCHUNGS-UND ENTWICKLUNGS GmbH |
MEDICAL DISCOVERIES, INC. | |||
| By: | /s/ Xxxxxxxx Xxxxxxxxxx | By: | /s/ Xxxx Xxxxxxxx | |
|
Xxxxxxxx Xxxxxxxxxx, M.D. |
Xxxx Xxxxxxxx |
|||
| Title: | Chief Executive Officer | Title: | Chief Executive Officer | |
| MDI ONCOLOGY, INC. | ||||
| By: | /s/ Xxxx Xxxxxxxx | |||
|
Xxxx Xxxxxxxx |
||||
| Title: | Chief Executive Officer | |||
