EXHIBIT 10.2
THIS AMENDING AGREEMENT is dated and effective this 25th day of September, 2002;
BY AND BETWEEN: 0000-0000 XXXXXX INC., a company incorporated under the laws
of the Province of Quebec, with its principal place of
business located at 000 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxx,
X0X 0X0
(hereinafter referred to as "Licensor");
AND: VITALSTATE CANADA LTD. (formerly, NUVO WAY INC.), a
corporation incorporated under the laws of Canada, with its
principal place of business located at 0000 Xxxxxxx Xxx.,
Xxxxxxxx, Xxxxxx, X0X 0X0
(hereinafter referred to as "Licensee");
ARTICLE 1 - PREAMBLE:
1.1 WHEREAS Licensor and Licensee have executed a license agreement dated
November 7th, 2001 (hereinafter referred to as the "License
Agreement");
1.2 WHEREAS Licensor and Licensee wish to redefine the scope of the license
and certain other rights granted to Licensee under the License
Agreement, without any additional fees, royalties or milestones payable
by Licensee to Licensor other than those already provided for in
Article IV of the License Agreement;
1.3 WHEREAS Licensor and Licensee are desirous of amending the License
Agreement in the manner and upon the terms hereinbelow set forth;
NOW, THEREFORE, THIS AGREEMENT WITNESSETH:
ARTICLE 2 - INTERPRETATION
2.1 Unless the context otherwise requires, all capitalised words and
phrases appearing herein shall have the same meanings ascribed thereto
in the License Agreement.
2.2 This Agreement is supplemental to the License Agreement. All terms and
conditions contained in the License Agreement which are not expressly
modified by the terms and conditions herein contained shall not be
affected hereby and shall continue to be in full force and effect as if
these presents had not been executed.
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ARTICLE 3 - AMENDMENTS
3.1 The Parties hereto agree that the License Agreement shall be amended as
follows:
3.1.1 Subsection 1.1(f) shall be removed in its entirety and
replaced with the following:
This subsection is intentionally left blank.
3.1.2 Subsection 1.1(g) shall be replaced with the following:
"Licensed Patent(s)" shall mean
(1) any and all patent application(s) listed in Exhibit
A;
(2) any and all other patent applications relating to the
Licensed Technology;
(3) any and all patents that may be issued from the
patent application(s) referred to in items (1) and
(2);
(4) any and all applications for United States or foreign
counterpart patents based on the patent
application(s) listed in Exhibit A and any patents
that may be issued from said United States or foreign
counterpart applications; and
(5) any continuations, divisions, patents of addition,
applications for reissue, reissues, re-examinations,
or extensions of any of the foregoing, provided that
Licensor is the owner thereof.
3.1.3 Subsection 1.1(h) shall be replaced with the following:
"LicensedProduct" shall mean any nutraceutical or
pharmaceutical formulation and finished product relating to or
based on the Licensed Patent(s).
3.1.4 Subsection 1.1(i) shall be replaced with the following:
"Licensed Technology" shall mean Licensor's proprietary gel
matrix delivery system technology and method of preparation,
any improvements, additions or modifications thereto, any
reformulations and any new applications or uses therefore.
3.1.5 The following sentence shall be added at the end of Section
2.6:
Notwithstanding anything to the contrary set forth herein,
this Section 2.6 does not apply to any new technology invented
by Licensor at the request of Licensee or as a consequence of
any collaboration or other relationship with Licensee.
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ARTICLE 4 - MISCELLANEOUS PROVISIONS
4.1 The present Agreement shall be binding upon and enure to the benefit
and advantage of the Parties hereto and their respective heirs,
legatees, executors and assigns.
4.2 This Agreement shall be governed by and interpreted in accordance with
the laws of the Province of Quebec.
4.3 Each of the Parties hereto hereby confirms that he has been given every
opportunity to seek independent legal counsel and declares to fully
understand the nature and effect of this Agreement and acknowledges
that he is executing this Agreement freely and voluntarily and as his
own act and deed.
4.4 The Parties hereto state their express wish that this Agreement be
drawn up in the English language; les parties expriment leur xxxxx
explicite a l'effet que cette entente soit redigee en anglais.
IN WITNESS WHEREOF, the Parties hereto have signed at the place and on the date
first hereinabove mentioned.
0000-0000 XXXXXX INC. VITALSTATE CANADA LTD.
/s/ Xxxxxx Xxxxxx /s/ Xxxxx Xxxxx
------------------------------- --------------------------
Name: Xxxxxx Xxxxxx Name: Xxxxx Xxxxx
Title: President Title: CFO
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