ASSET PURCHASE AGREEMENT AMENDMENT N°1
Exhibit 10.1
AMENDMENT N°1
BETWEEN THE UNDERSIGNED:
NeuroHabilitation Corporation, a Delaware corporation, having its registered address at 000 Xxxxxxx Xxxxxxx Xxxx Xxxxx 000, Xxxxxxx, XX 18940(formerly located at 00 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, XX 18940) (hereinafter referred to as "NHC").
and
A&B(HK) Company Limited, a company existing under the laws of Hong Kong, having its registered address at Xxxx 0000,00/X Xxxxxx Xxxxx Xxxxx Xx.000 Xxxx’x Xx North Point, Hong Kong (hereinafter referred to as "A&B").
NHC and A&B are individually referred to herein as "Party" and collectively as "Parties".
WHEREAS
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The Parties have entered into an Asset Purchase Agreement (hereinafter the "Agreement") on 9 October, 2015 upon which A&B purchase and NHC sell certain assets of NHC under the terms and conditions of the Agreement. |
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The US Army has agreed to change the commercialization commitment from 31 December, 2017 to 31 December 2021, and NHC intends to amend the Agreement to be consistent with such change. |
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As a consequence, the Parties wish to enter into this amendment N° 1 in order to reflect the abovementioned modification (hereinafter the "Amendment"). |
NOW, THEREFORE, the Parties have agreed as follows:
ARTICLE 1. MODIFICATION OF ARTICLE 7(f) – Representations and Warranties of NHC
The Parties agree that Article 7(f) of the Agreement shall be amended as follows:
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Exhibit 10.1
“ (f) NHC covenants that, as of the Effective Date, NHC shall obtain any additional, required FDA approval or clearance or to satisfy any outstanding regulatory requirement due from the sponsor and commercially marketed the regulated technology to the point where the US Government may purchase the technology prior to 31 December 2021, unless NHC obtains the exemption of this obligation from US Army Medical Material Agency (“USAMMA”) and US Army Medical Material Agency (“USAMMDA”) under the “Cooperative Research and Development Agreement” between NHC and USAMMA and USAMMDA. Both Parties agree, NHC’s breach of this Section will cause a devastating losses of A&B, and agrees to pay A&B a contract penalty of two (2) million US dollars in the event of breaching this Section, without prejudice to any other remedies A&B may be entitled under the applicable laws or this Agreement. ”
ARTICLE 2. ENTRY INTO FORCE
The Parties agree that the Amendment shall enter into force on 30 October 2017.
All other provisions of the Agreement not specifically amended shall remain in full force and effect.
Executed in 2 (two) originals,
Date : October 30, 2017
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For and on behalf of A&B
Name: Xxx Kong Position: Director Signature: /s/ Xxx Kong
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For and on behalf of NHC
Name: Xxxxxxxx Xxxxxxxxx Position: President and CEO Signature: /s/ Xxxxxxxx Xxxxxxxxx |
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