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Exhibit 10.7
EXECUTION COPY
AMENDMENT TO
TECHNOLOGY LICENSE AGREEMENT
BY AND BETWEEN
BIOCHEM PHARMA INC. AND CLINICHEM DEVELOPMENT INC.,
THIS AMENDMENT (the "Amendment"), made and entered into as of the 19th day
of May, 1998 (the "Effective Date"), is by and between BIOCHEM PHARMA INC., a
Canadian corporation ("BioChem") and CLINICHEM DEVELOPMENT INC., a Canadian
corporation ("CliniChem").
WHEREAS, BioChem and CliniChem are parties to that certain Technology
License Agreement dated March 31, 1998 (the "Original Agreement");
WHEREAS, BioChem and CliniChem desire to amend the Original Agreement as
set forth herein; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have
the meaning ascribed to them in the Original Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Article 3.2 of the Original Agreement shall be amended to read:
TECHNOLOGY FEE. In partial consideration for the license granted by BioChem
and the BioChem Affiliates to CliniChem hereunder, CliniChem shall pay in
arrears three hundred fifty-two thousand, one hundred dollars ($352,100) thirty
(30) days after the Distribution Date and three hundred fifty-two thousand, one
hundred dollars ($352,100) on the same day of each of the next forty-seven
months payable as follows: to BioChem, two hundred fifty-two thousand dollars
($252,000), to Tanaud Ireland Inc., thirty thousand dollars ($30,000) and to
Tanaud International B.V., seventy thousand dollars ($70,000), provided,
however, that CliniChem shall not be obligated to make such payments beginning
with any month following the date on which the sum of the number of CliniChem
Products under development by CliniChem pursuant to the Research and Development
Agreement plus the number of CliniChem Products that have been acquired by
BioChem or a BioChem Affiliate pursuant to BioChem's exercise of the Product
Option is less than two (2).
All payments to be made by CliniChem to Tanaud International B.V. and
Tanaud Ireland Inc. shall be made net of any Canadian withholding tax applicable
to such payments.
2. As amended hereby, the Original Agreement shall remain in full force
and effect.
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IN WITNESS HEREOF, the parties have executed this Amendment as of the
Effective Date by their duly authorized representatives.
BIOCHEM PHARMA INC. CLINICHEM DEVELOPMENT INC.
__________________________ _____________________________
By: By:
Title: Title:
__________________________ _____________________________
By: By:
Title: Title:
