Exhibit 10.3.1
AMENDMENT TO EXCLUSIVE SUPPLY AGREEMENT
AMENDMENT made this 20th day of March, 1998, by and between IGI, INC., a
Delaware corporation having a principal place of business at Xxxxx Xxxx xxx
Xxxxxxx Xxxxxx, Xxxxx, Xxx Xxxxxx, 00000, IGEN, INC., a Delaware corporation,
having a principal place of business at 000 Xxxxxxxx Xxxxxxxxx, 3411 Silverside
Road, Wilmington, Delaware, IMMUNOGENETICS, INC., a Delaware corporation, having
a principal place of business at Xxxxx Xxxx xxx Xxxxxxx Xxxxxx, Xxxxx, Xxx
Xxxxxx 00000 (collectively, "IGI"), and IMX PHARMACEUTICALS, INC., a Utah
corporation having its principal place of business at 0000 Xxxxxxxxx Xxxxxxxxx,
Xxxx Xxxxx, Xxxxxxx 00000 ("IMX").
W I T N E S S E T H:
WHEREAS, IMX and IGI entered into an Exclusive Supply Agreement dated
September 30, 1997 (the "Agreement"), and the parties thereto wish to amend the
Agreement in the respects set forth below.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
obligations hereinafter set forth, the parties agree as follows:
1. Section 2 of the Agreement shall be amended in the following respects:
(a) Promptly after execution of this Amendment, IMX shall issue to
IGI the 214,000 shares of IMX's common stock referred to in subparagraph 2.1(b)
of the Agreement. In addition, in lieu of the cash payment provided in
subparagraph 2.1(a) of the Agreement, IMX shall pay IGI the sum of $50,000
within five days of full execution of this Amendment and shall also issue 57,714
additional shares of IMX's common stock to IGI, as promptly as possible after
execution of this Amendment.
(b) With respect to the shares issued to it pursuant to the
preceding paragraph, IGI shall be entitled to the same registration rights,
subject to the same conditions on registration and restrictions on resale, as
afforded to the investors in IMX's recently completed private placement pursuant
to a Confidential Private Placement Memorandum dated October 30, 1997.
2. IGI agrees to immediately undertake to conduct tests to quantify how
much more active ingredients are contained in its Novasome(R) products than in
the three comparative competitive products.
3. Except as expressly amended herein, the Agreement shall remain
unmodified, and in full force and effect.
IN WITNESS WHEREOF, the parties have duly executed this Amendment, the
day, month and year first above written.
IMX PHARMACEUTICALS, INC. IGI, INC.
By: /s/ Xxxxxxx X. Xxxxxxx, President By: /s/ Xxxxxx X. Xxxxx
--------------------------------- ------------------------------
Xxxxxxx X. Xxxxxxx, President Xxxxxx X. Xxxxx, Chairman
IGEN, INC. IMMUNOGENETICS, INC.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx
--------------------------------- ------------------------------
Xxxxxx X. Xxxxx, Chairman Xxxxxx X. Xxxxx, Chairman
