Xxxxxxxxx International Corporation
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0 Xxxxxx
000-000-0000
May 28, 2002
Praxis Pharmaceuticals Inc.
#000 - 000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Gentlemen:
This letter outlines our agreement pertaining to the Termination of License And
Research & Development Agreement Dated the 28th of February, 2001 (the
"Termination Agreement") and the amendment to the Termination Agreement dated
January 15, 2002 (the "First Amendment").
In the Termination Agreement, Xxxxxxxxx and Praxis had agreed that Praxis would
retain those common shares of Xxxxxxxxx issued to Praxis under the terms of the
original license agreement; and that Praxis would pay to Xxxxxxxxx 30% of Net
Revenues from sales of the agents in the arthritis and topical treatment of
dermal wrinkles to a maximum of $250,000 over the first three years of sales
(the "Royalty Obligation").
In the First Amendment, Xxxxxxxxx and Praxis agreed that (1) Praxis would place
its Xxxxxxxxx shares (the "Shares") in a voluntary pooling arrangement whereby
an amount equal to 1% of the total number of Xxxxxxxxx'x outstanding shares
would be released every three months to Praxis, and (2) so long as Praxis paid
Xxxxxxxxx 66.6% of the proceeds from the sale of the Shares until US$ 175,000
had been paid, Xxxxxxxxx would deem that payment to be in full and complete
satisfaction of the Royalty Obligation described above.
Xxxxxxxxx and Praxis now further amend the Termination Agreement and the First
Amendment as follows:
1. The Shares need not be placed in a voluntary pooling arrangement.
2. Praxis shall comply with all of the requirements for the resale of the
Shares under Rule 144 of the United States Securities Act of 1933.
3. So long as Praxis has paid Xxxxxxxxx a total of US$175,000 by May 31,
2003, such payment shall be deemed to be in full and complete
satisfaction of the Royalty Obligation described above.
Please sign below to indicate your agreement and acceptance of this amendment to
the Termination Agreement and First Amendment.
XXXXXXXXX INTERNATIONAL CORPORATION
By: /S/ XXXXX XXX
--------------------------------------------------
Xxxxx Xxx, Secretary
Agreed to and accepted this 28th day of May, 2002.
PRAXIS PHARMACEUTICALS INC.
By: /S/ XXXXXX XXXXX
-----------------------------------------
Xxxxxx Xxxxx, Secretary
