AMENDMENT NO. 2 TO ESCROW AGREEMENT
EXHIBIT 10.44
AMENDMENT NO. 2 TO ESCROW AGREEMENT
This Amendment No. 2 to Escrow Agreement is made this 11th day of March, 2008, by
and among AMDL, Inc., a Delaware corporation (“Buyer”), Jade Capital Group Limited, a British
Virgin Islands corporation (“Jade Capital”), Xxxxx Xxxx Global Limited (“Xxxxx Xxxx”), and Homing
Nominees Limited (“Homing”) (collectively Xxxxx Xxxx and Homing are referred to as “Shareholders”)
and Xxxxx Xxxxxxx, Esquire (in his capacity as Escrow Holder hereunder, the “Escrow Holder”).
RECITALS
This Amendment is being entered into in reference to the following facts:
A. During the period after the execution of the Escrow Agreement dated as of September 28,
2008 (“Escrow Agreement”) and between the date of Amendment No. 1 thereto and the date hereof, the
China State Federal Drug Agency (“SFDA”) has undergone significant changes in administration and
the SFDA has recently changed its policies with regard to the approval process for both drug and
device applications, none of which changes could have been reasonably anticipated by the parties to
the Escrow Agreement at the time of execution thereof.
B. Both Buyer and Jade Capital have proceeded diligently with the preparation and filing of
the SFDA application for approval of DR-70®, but some of the delays were attributable to
Buyer.
C. In fairness to Jade Capital and its stockholders, Buyer has agreed to extend the date for
receipt of SFDA approval of DR-70® to March 28, 2009.
NOW, THEREFORE, it is agreed as follows:
1. Article 2 of the Escrow Agreement is amended and restated to read in full as follows:
“ARTICLE 2 — THE ESCROW
The Escrow Holder shall disburse the Escrow Shares in accordance with the
following procedures:
(a) If, before March 28, 2009, Jade Capital and/or the Shareholders shall
have demonstrated that People’s Republic of China State Federal Drug Agency or
other appropriate agency (“SFDA”) has issued a permit or the equivalent regulatory
approval for Buyer to sell and distribute DR-70® in the People’s Republic of China
without qualification (the “Approval to Market DR-70®”), in form and substance
satisfactory to Buyer, then the Escrow Holder shall promptly disburse the Escrow
Shares to Jade Capital and/or Shareholders, in such proportions as Jade Capital
shall instruct.
(b) If Jade Capital has not notified Escrow Holder that the SFDA has issued
the Approval to Market DR-70® before March 28, 2009, or if Buyer disputes that the
purported approval is satisfactory, the Escrow Shares shall be delivered by Escrow
Holder to Buyer for cancellation.”
2. All other provisions of the Escrow Agreement, as amended, shall remain unchanged by this
Amendment No. 2.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date
and year first above written.
| “BUYER” | “JADE CAPITAL” | |||||||||
| AMDL, INC., a Delaware corporation | Jade Capital Group Limited, a British | |||||||||
| Virgin Islands corporation | ||||||||||
By:
|
By: | |||||||||
| Xxxx X. Xxxxxx, President | Xxxxxxx Xxx, Managing Director | |||||||||
| Agreed and accepted: | “SHAREHOLDERS” | |||||||||
| “ESCROW HOLDER” | XXXXX XXXX GLOBAL LIMITED | |||||||||
/s/
|
By: | |||||||||
| Xxxxx Xxxxxxx, Esquire | Xxxxxxx Xxx, Director | |||||||||
| HOMING NOMINEES LIMITED | ||||||||||
| By: | Benefit Capital Limited | |||||||||
| By: | ||||||||||
| Authorized Officer |
2
