EXHIBIT 10.5
AMENDMENT AGREEMENT
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This Amendment Agreement is made effective March 24,2002 by and
between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ College of Medicine of Yeshiva University, a Division of
Yeshiva University, a corporation organized and existing under the laws of the
State of New York, having an office and place of business at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("AECOM") and Molecular Geriatrics Corp., a
corporation organized and existing under the laws of the State of Delaware,
having an office and place of business at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Licensee").
STATEMENT
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AECOM and Licensee are parties to a License and Collaborative
Research Agreement dated February 1,1994 ("the 1994 Agreement") and a License
and Collaborative Research Agreement effective July 1,1993, as amended, ("the
1993 Agreement"). The parties wish to make changes to both the 1993 Agreement
and the 1994 Agreement.
NOW, THEREFORE, in consideration of the mutual covenants
contained in the 1993 Agreement, the 1994 Agreement and in this Amendment
Agreement and other good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:
1. Paragraph 3.02 of the 1994 Agreement and Paragraph 4.02 of the 1993
Agreement are hereby deleted.
2. Paragraph 8.06 of the 1994 Agreement and Paragraphs 8.05 and 8.06
of the 1993 Agreement are hereby deleted.
3. Licensee shall make the following non-refundable annual license
maintenance payments to AECOM on the dates indicated below. Such payments
shall be creditable against actual royalties due under paragraphs 8.01 and
8.02 of the 1993 and 1994 Agreements for only the calendar year indicated
for each payment.
YEAR DATE AMOUNT DATE AMOUNT
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2003 Jan. 1.2003 $87,500.00 July 1.2003 $87,500.00
2004 Jan. 1,2004 $87,500.00 July 1.2004 $87,500.00
2005 Jan. 1,2005 $1 12,500,00 July 1,2005 $112,500.00
2006 Jan. 1,2006 $137,500.00 July 1,2006 $137,500.00
2007 Jan. 1.2007 $162,500.00 July 1,2007 $152,500.00
2008 and each year thereafter, a payment of $175,000.00 is due on January 1 of
the year and a payment of $175,000.00 is due on July 1 of the year.
4. Licensee's failure to make any of the payments required by
paragraph 3 above, after notice of such failure and an opportunity to cure,
shall be the equivalent of a termination of the 1994 Agreement by Licensee
pursuant to paragraph 12.02 thereof and a termination of the 1993 Agreement by
Licensee pursuant to paragraph 13.03 thereof.
5. In paragraph 8.07 of the 1993 Agreement, the reference to
paragraphs 8.05 and 8.08 is hereby deleted. In paragraph 8.07 of the 1994
Agreement, the reference to paragraph 8.06 is hereby deleted.
6. Upon execution of this Amendment Agreement by all parties,
Licensee shall transfer to AECOM 1,666,667 shares of Licensee's common stock,
representing $500,000 at $0.30 per share.
7. AECOM acknowledges receipt of $37,734.25 from Licensee as of
March 15,2002 representing the amount past due to AECOM for research in Dr.
▇▇▇▇▇ ▇▇▇▇▇▇' laboratories at AECOM as of August 1,2001.
8. Within six (6) months of the Effective Date of this
Amendment Agreement, Licensee shall provide evidence to AECOM that Licensee has
obtained financing of at least US$2.5 Million Dollars. Licensee's failure to
timely provide such evidence, after notice of such failure and an opportunity to
cure, shall be the equivalent of a termination of the 1994 Agreement by Licensee
pursuant to paragraph 12.02 thereof and a termination of the 1993 Agreement by
Licensee pursuant to paragraph 13.03 thereof.
9. Licensee agrees to make the following payments to AECOM to
support research in Dr. ▇▇▇▇▇ ▇▇▇▇▇▇' laboratories at AECOM within thirty (30)
days of receipt of the $2.5 Million in financing referred to in paragraph 8
above or on the date indicated below:
a) $37,734.25 representing the amount past due to AECOM for
such research as of November 1,2001;
b) $37,734.25 representing the amount past due to AECOM for
such research as of February 1,2002;
c) $37,734.25 representing the amount due to AECOM for such
research as of August 1,2002 (to be paid on the later of thirty (30) days of
receipt of the $2.5 Million in financing or August 1,2002);
d) $37,734.25 representing the amount due to AECOM for such
research as of November 1,2002 (to be paid on November 1,2002).
e) $150,000.00 in calendar year 2003 and $150,000.00 in each
calendar year thereafter during the term of the 1993 Agreement and the 1994
Agreement, inclusive of overhead and to be paid quarterly (i.e. on the 1st of
February, May, August and November) during each such calendar year.
10. Licensee's failure to make any of the payments required by
paragraph 9 above shall constitute a material breach of both the 1993 Agreement
and the 1994 Agreement.
11. The applicable provisions of this Amendment Agreement
shall be deemed to be incorporated into the 1993 Agreement and 1994 Agreement in
full and to be an integral part thereof as though fully set forth therein. With
the exception of the above amendments, all other provisions of the 1993
Agreement and 1994 Agreement shall remain in full force and effect
IN WITNESS WHEREOF, the parties hereto have entered into and
executed this Amendment Agreement on the date first above written.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ COLLEGE MOLECULAR GERIATRICS
OF MEDICINE OF YESHIVA CORPORATION
UNIVERSITY
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
BY: ______________________ BY: _____________________
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
NAME: ____________________ NAME: ___________________
Associate ▇▇▇▇ Chairman, CEO
TITLE: ____________________ TITLE: __________________
AGREED TO AND ACCEPTED BY:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ 3/20/02
___________________________ DATE: ______________
DR. ▇▇▇▇▇ ▇▇▇▇▇▇