THIS FIRST AMENDED RESEARCH & DEVELOPMENT AGREEMENT (the “Agreement”) is entered into on June 5, 2010 (the “Effective Date”) by and between Corruven, Inc., a Nevada corporation ("Company") and Corruven Canada, Inc., a New Brunswick, Canada corporation (“Consultant”) (The Consultant and the Company may be referred to hereinafter individually as a “Party” and collectively as the “Parties”).
WHEREAS, Section 3 of the Agreement outlines certain research and development payments to be made to the Consultant by the Company;
WHEREAS, due to certain delays in the Research and development of the Patents and related products (as defined in the Original Agreement), the Parties wish to amend and restate Section 3 of the Original Agreement in its entirety;
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, the Parties hereto hereby agree to amend and restate Section 3 of the Original Agreement in its entirety as follows:
3. Research & Development Costs. The Company shall deliver to the Consultant the following cash payments payable in United States Dollars (the “R&D Payments”), which shall be used for the sole purpose of Research and development of products deriving from the Patents:
|a.||Waived. No payment fee.|
|b.||$495,982 on or before the second anniversary of the Effective Date;|
|c.||$440,873 on or before the third anniversary of the Effective Date;|
|d.||$385,764 on or before the fourth anniversary of the Effective Date;|
|e.||$330,655 on or before the fifth anniversary of the Effective Date; and|
|f.||$275,5461 on or before the sixth anniversary of the Effective Date and every annual anniversary date following the sixth anniversary date for as long as this Agreement remains effective.|
|1||Adjusted annually based upon the Canadian Consumer Price Index as quoted by the Bank of Canada.|
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date and year first above written.
|CORRUVEN CANADA, INC.||CORRUVEN, INC.|
|A New Brunswick corporation||A Nevada corporation|
|/s/ Alain Belanger||/s/ Alain Belanger|
|By: Alain Belanger||By: Alain Belanger|
|Its: President||Its: Chief Executive Officer|
A FACSIMILE COPY OF THIS AGREEMENT SHALL HAVE THE SAME LEGAL
EFFECT AS AN ORIGINAL OF THE SAME.
Research and Development Agreement