EXHIBIT 10.4
SECOND AMENDMENT TO
AMENDED AND RESTATED LICENSE AGREEMENT
This Second Amendment to Amended and Restated License Agreement
("Second Amendment") effective this _______ day of April, 2006 is between the
University of Chicago, an Illinois not-for-profit corporation ("UNIVERSITY"),
having its principal office at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and
PharmaFrontiers Corp., a Texas corporation ("PHARMA") having its principal
office at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. Each
hereunder may be referred to separately as the ("Party"), or together as the
("Parties"). The Parties agree:
RECITALS
A. UNIVERSITY and PHARMA have previously entered in an "Amended and
Restated License Agreement" dated December 30, 2004 (the "License
Agreement"); and
B. UNIVERSITY and PHARMA have previously entered in a "First
Amendment to Amended and Restated License Agreement" dated October
31, 2005 (the First Amendment); and
C. NOW, THEREFORE, in consideration of the mutual promises and
obligations hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:
1.0 AMENDMENT OF PARAGRAPH 4.C.I OF THE LICENSE
AGREEMENT, AS AMENDED IN SECTION B. 1.0 OF THE FIRST
AMENDMENT: The first sentence of Paragraph 4.C.i
shall be deleted and replaced with
"PF shall pay to the University one and one half
million ($1,500,000) US dollars upon the later of
the occurrence of the First Financing or October
31, 2006."
Also, in each instance in which the date "April 30, 2006"
appears in Paragraph 4.C.i. such date shall be replaced
with "October 31, 2006".
2.0 AMENDMENT OF PARAGRAPH 4.C.II OF THE LICENSE
AGREEMENT: In each instance in which the date
"November 30, 2005" appears in Paragraph 4.C.ii, such
date will be replaced with October 31, 2006.
3.0 No Other Amendments. This Second Amendment shall be
construed as part of the License Agreement. Except as
specifically amended herein, the License Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their respective duly authorized officers or representatives and
signed below.
UNIVERSITY OF CHICAGO PHARMAFRONTIERS CORP.
By: ▇▇▇▇ ▇▇▇▇▇▇ By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-------------------------------------- ----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Director of Technology Transfer Title: Chief Executive Officer
Date: April ________, 2006 Date: April ________, 2006
