Exhibit 10.41
AMENDMENT TO ASSET PURCHASE AGREEMENT
This AMENDMENT to the ASSET PURCHASE AGREEMENT (this “Amendment”) is made as of May 12, 2014 (the “Effective Date”), by and between ADGERO BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Buyer”) and ST. CLOUD INVESTMENTS, LLC, a limited liability corporation incorporated in the British Virgin Islands (the “Seller”). Capitalized terms used and not defined in this Amendment have the meanings given to them in the APA.
RECITALS
WHEREAS, Buyer and Seller entered into that certain Asset Purchase Agreement, dated as of November 26, 2012 (as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with its provisions, the “APA”), pursuant to which Seller sold certain Acquired Assets (as defined in theAPA) to Buyer;
WHEREAS, Buyer desires to amend certain financial terms of the APA; and
WHEREAS, Buyer and Seller are willing to make such amendments on the terms and subject to the conditions set forth in this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1) The definition of Financing Payment Schedule in Article VII of the APA is deleted in its entirety and replaced with the following:
“Financing Payment Schedule” means that: 1) Seller or Seller’s designee shall receive ten percent (10%) of any monies raised via equity financing by either the Buyer or Buyer Licensee until such time as the total amount of $53,000 due under Section 1.2(b) has been paid as directed in Section 1.2(b) and 2) within thirty (30) days of the closing of an equity financing wherein the total funds raised by the Buyer or Buyer Licensee (including all equity financings that occur after the date of this Amendment) exceeds $4 million, the Seller and Seller’s Designee shall be paid the Initial Milestone Payment of $100,000 cash with $50,000 paid to the Seller and $50,000 to the Seller’s Designee.
2) Section 1.3(b)(i) of the APA is deleted in its entirety and replaced with the following:
(i) a total of $300,000 in cash or an equivalent amount of stock, with such choice of consideration to be determined in the Buyer’s sole discretion, with $240,000 paid to the Seller and $60,000 paid to the Seller’s Designee, upon the sooner of (A) the next equity financing after a“non-exploratory clinical trial” (a Phase IIB trial in which at least fifty (50) patients complete the trial and their clinical data can be evaluated) or (B) the commencement of a clinical trial intended to be used as a definitive study for market approval in any country, with the stock price equal to the price per share of the most recent financing, or, if the Buyer is considered to be a publicly-traded company, the average of the closing price per share of such stock over the twenty (20) trading days following the first public announcement of the events described in (A) or (B) above; and
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