Exhibit 10.3
PHASE III MEDICAL, INC.
000 Xxxxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, Xxx Xxxx 00000
631.574.4955
August 12, 2005
Xxxxx X. Xxxxxxx, M.D., Ph.D.
Department of Cancer Immunology & AIDS
Xxxx-Xxxxxx Cancer Institute - Harvard Medical School
00 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Dear Xx. Xxxxxxx:
This letter agreement shall serve as an amendment (the "Amendment")
to your letter agreement (the "Letter Agreement") with Phase III Medical, Inc.
(the "Company") dated August 12, 2004 to serve as the Company's Senior
Scientific Advisor. The terms of this Amendment were unanimously approved by the
Board of Directors of the Company on May 4, 2005, subject to the approval of the
Company's shareholders, which was obtained on July 20, 2005.
The Letter Agreement is hereby amended as follows:
1. The Term is hereby extended from August 11, 2007 to August 11, 2008.
2. The annual salary to which you are entitled under the Letter Agreement
during the Term shall be equal to $110,000, $125,000 and $150,000,
respectively, for each of the years ended August 11, 2006, August 11,
2007 and August 11, 2008.
3. Under the Letter Agreement, you shall be entitled to an annual minimum
bonus of $12,000 during the Term, payable in January of each year
during the Term, commencing in January 2006.
4. Eliminated in its entirety is your right to receive 5% of all
collected revenues derived from the Company's royalty or other revenue
sharing agreements (which right was subject to the limitation that the
amount of such additional cash compensation and your annual salary do
not exceed, in the aggregate, $200,000 per year).
5. Your right to begin receiving all accrued but unpaid cash compensation
under the Letter Agreement shall commence upon the Company's
consummation of any financing, whether equity or otherwise, pursuant
to which the Company raises a minimum of $1,500,000 after the
Commencement Date.
Except as provided herein, the Letter Agreement shall remain
unchanged. Unless otherwise defined herein, initially capitalized terms used
herein shall have the meaning set forth in the Letter Agreement. For our
records, I would appreciate your countersigning the attached copy of this
Amendment and returning the same to me at your earliest convenience.
Sincerely,
/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx, President & CEO
Accepted and agreed to:
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx, M.D., Ph.D.
