Exhibit 10.6
AMENDMENT NO. 3 TO
TECHNOLOGY LICENSE AGREEMENT
Amendment No. 3 to Technology License Agreement (the "Agreement") dated
as of March 16, 2005, as amended June 30, 2005 and August 25, 2005, by and
between Nostrum Pharmaceuticals, Inc. ("Nostrum"), and Bionutrics, Inc.
("Bionutrics") is made and entered into this 3rd day of October, 2005.
WHEREAS, Bionutrics has or is to enter into certain agreements with
several financial organizations to raise funds for Bionutrics to acquire Xxxx
Pharmaceuticals LLC, finance product development by Nostrum, and fund general
corporate expenses, and those organizations require that Nostrum waive its
rights to terminate the Agreement, as provided in Section 9.3 thereof, in order
for them to agree to proceed with the financings; and
WHEREAS, Nostrum has indicated a willingness to waive those rights in
consideration of Bionutrics' assumption and discharge of $1.5 million in respect
of Nostrum's obligation to pay Enem Nostrum Remedies Pvt. Ltd. ("Enem") for its
work in the development of certain pharmaceutical products for which Enem has
previously submitted invoices which have been given to Bionutrics;
NOW, THEREFORE, in consideration of these agreements and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree, as follows:
1. Nostrum agrees to waive each and every right of termination
set forth in Section 9.3 of the Agreement.
2. The Agreement is hereby amended by deleting each of Section
9.3 and Section 9.6(a) in their respective entireties from the
Agreement and substituting therefor the word "Reserved."
3. Section 9.6(b) of the Agreement is hereby amended to read as
follows:
(b) In the event that this Agreement is terminated pursuant to
Section 9.2, 9.4 or 9.5 with respect to one or more of the
Products hereunder, (i) the license granted to Bionutrics
under Section 2.1 shall terminate with respect to the
Product(s) that are the subject of the termination; and (ii)
Bionutrics shall transfer to Nostrum all of (a) the
Formulations, processes and other technology relating to such
Product(s); (b) the approvals and applications for such
Product(s) (except any NDAs or ANDAs which Bionutrics obtained
hereunder for such Product(s)), and (c) the records directly
related to the development and commercialization of the
Product(s); and (iii) Nostrum shall thereafter have the right
to develop,
manufacture and otherwise commercialize such Product(s) in the
Territory.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
NOSTRUM PHARMACEUTICALS, INC. BIONUTRICS, INC.
By: By:
______________________________ ______________________________
Xxxxxx Xxxxx, Ph.D. Xxxxxx Xxxxxx Xxxx, Ph.D.
President Chairman, CEO and President
