December 9, 1996
Dr. X. Xxxxxx Xxxxxxxx
Protein Polymer Technologies, Inc.
00000 Xxxxxxxx Xxxxxx Xxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Re: Amendment to Agreement between Protein Polymer
Technologies, Inc. and Ethicon, Inc.
Dear Xxx:
As you know, Ethicon, Inc. ("Ethicon") has extended the period for
CANDIDATE ACCEPTANCE under the Agreement dated September 14, 1995 between
Protein Polymer Technologies, Inc. ("PPTI") and Ethicon, as amended by letter
dated August 12, 1996, so that the term of the Agreement has been extended
until December 16, 1996. However, both Ethicon and PPTI believe that it would
be beneficial to extend the period for CANDIDATE ACCEPTANCE for an additional
twelve (12) months to allow further work on the adhesive and sealants
candidates.
1. Therefore, we propose that the Agreement between Ethicon and PPTI be
further amended as follows:
(a) On page 23, line 14, in Paragraph 4.04, after the insertion of the
additional language set forth in the August 12, 1996 letter and preceding
the last sentence of said Section 4.04, the following sentence shall be
inserted: "Before the expiration of the additional four (4) month extended
period for CANDIDATE ACCEPTANCE, ETHICON may extend the period of CANDIDATE
ACCEPTANCE for an additional twelve (12) months by notifying PPTI in
writing of its election to so extend and agreeing to pay PPTI Three Hundred
Thousand Dollars ($300,000.00). The Three Hundred Thousand Dollars
($300,000) shall be paid in four equal installments of Seventy Five
Thousand Dollars ($75,000) each, the first being due within two (2)
business days of the date of election, and subsequent installments due on
the first day of March, June, and September, 1997, provided that no
installment payments need be made after the date of CANDIDATE ACCEPTANCE."
(b) On page 33, line 21, in Paragraph 5.03, after the insert added by
the letter dated August 12, 1996 and before the phrase "should be
creditable", the following clause shall be inserted: "and 100% of the Three
Hundred Thousand Dollar ($300,000.00)
Exhibit 99.1
payments specified in paragraph 4.04 for the additional twelve-month
extension or so much thereof as shall have actually been paid . . .".
(c) On page 53, line 12, in Paragraph 9.02, the following shall be
inserted: "provided, however, that during the twelve-month extension period
provided in Paragraph 4.04, ETHICON shall have no right to terminate this
Agreement under this Paragraph 9.02 (ii)."
2. This Amendment to the Agreement between PPTI and Ethicon shall be
effective December 9, 1996. If PPTI agrees to this Amendment, please indicate
by signing below.
3. This letter shall serve as written notice to PPTI of Ethicon's election
to extend the period of CANDIDATE ACCEPTANCE for an additional twelve (12)
months until December 16, 1997. Ethicon shall wire transfer to the account of
PPTI the sum of Seventy five Thousand Dollars ($75,000) on or before December
12, 1996.
Sincerely yours,
/s/ XXXXXXX X. X'XXXXX
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Xxxxxxx X. X'Xxxxx,
Vice President, Growth Technologies
and New Business Development for
Ethicon, Inc.
For Protein Polymer Technologies, Inc.
Agreed to and accepted
By: /s/ X. XXXXXX XXXXXXXX
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Name:
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Title: President
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