EXHIBIT 10.5
AMENDMENT TO THE DISTRIBUTION AGREEMENT
BY AND BETWEEN
CHUGAI PHARMACEUTICAL CO., LTD.
AND
REAADS MEDICAL PRODUCTS, INC.
DATED SEPTEMBER 27, 1993
Chugai Pharmaceutical Co., Ltd. ("Chugai") and REAADS Medical Products, Inc.
("RMP") hereby mutually agree to amend the Distribution Agreement dated
September 27, 1993, ("Original Agreement") involving the grant of certain
license and distribution rights to Chugai by RMP, as follows:
1. Amendment of the Assignment
Delete one of doubled phrases starting with "in connection with" and ending with
"to which this Agreement pertains,' in the fourth to sixth line of Article 5,
Section 5.1.
2. Amendment of the License to Manufacture
The first paragraph of Article 5, Section 5.2 is amended as follows:
5.2 License to Manufacture. In the event that a ,change in control of
RMP occurs without Chugai's approval, including, but not limited to, the merger
or consolidation with a third party company, RMP will grant to Chugai a
perpetual, non-exclusive for Autoimmune Products, perpetual, exclusive for
Vascular Products, license under the Patent Rights and/or the Know-How to make,
use and sell the assays in the Product Line in Territory, and Chugai shall pay
to RMP royalty of three (3) percent on the net sales of Product line sold by
Chugai in Territory.
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3. Miscellaneous
Except as expressly amended herein, all other terms of the Original Agreement
shall remain unchanged.
AGREED TO AND ACCEPTED, effective as of August 29, 1994:
Chugai Pharmaceutical Co., Ltd.
/s/ Xxxx Xxxx
----------------------------------
Xxxx Xxxx Date: August 29, 1994
Director and General Manager
Diagnostic Division
REAADS Medical Products, Inc.
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx , M.D. Date: 9/7/94
President
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