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EXHIBIT 10.20
FIRST AMENDMENT TO RESEARCH AGREEMENT
This First Amendment to Research Agreement (hereafter "Amendment") is
made and effective by and between NEW YORK UNIVERSITY, a corporation organized
and existing under the laws of the State of New York, having a place of business
at 70 Washington Square South, New York, New York 10012 (hereafter "NYU"); and
Calypte Biomedical Corporation, a corporation organized and existing under the
laws of California, having a place of business at 1440 Fourth Street, Berkeley,
California 94710 hereafter "CORPORATION").
WITNESSETH:
WHEREAS, CORPORATION and NYU entered into a certain research agreement
made and effective as of August 1 2, 1 993 (the "Research Agreement"), pursuant
to which, inter alia, CORPORATION undertook to fund certain research relating
to the detection of antibodies to human immunodeficiency virus (HIV) in urine
at NYU, and the parties agreed to certain other related matters as specified
herein; and
WHEREAS, CORPORATION and NYU wish to modify certain terms and
conditions of the Agreement as specified herein.
NOW, THEREFORE, in consideration of the premises and the covenants,
conditions and promises set forth below, the parties hereto hereby agree as
follows:
1 . Except as expressly provided for herein, all terms and conditions of
the Research Agreement shall remain in full force and effect.
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2. Terms which are defined in the Agreement shall have the same meanings
when used in this Amendment, unless a different definition is given
herein.
3. Section 1.h of the Research Agreement shall be, and hereby is, amended
in its entirety so that, as amended, said Section 1.h. shall read as
follows:
h. "Research Period" shall mean the period commencing on the
Effective Date hereof and ending on January 1, 1999; provided,
however, if the Exclusivity Period as such term is defined in
Section 9.a. of the License Agreement between NYU and
CORPORATION having an effective date of August 12, 1993 and
amended ___________________________, 1994 is extended to
January 1, 2000 pursuant to the terms of such License
Agreement, the termination date of the Research Period shall
be January 1, 2000.
4. Section 4.a. of the Research Agreement shall be, and hereby is,
amended in its entirety so that, as amended, said Section 4.a. shall
read as follows:
a. As compensation to NYU for work to be performed on the NYU
Research Project during the Research Period, subject to any
earlier termination of the Research Project pursuant to
Section 3.a. hereof, CORPORATION will pay NYU the total sum of
; provided, however, if the Research Period is
extended to January 1, 2000, as provided in Section 1.h.
above, CORPORATION shall pay NYU the total sum of
Such sums shall be paid in accordance with the
Confidential portion has been omitted and filed separately with the Commission
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Schedule of Payments annexed hereto and incorporated herein as
Exhibit A-1.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as follows:
NEW YORK UNIVERSITY CALYPTE BIOMEDICAL CORPORATION
By: /s/ Isaac T. Kohlberg By: /s/
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Isaac T. Kohlberg
Vice President for
Title: Industrial Liaison Title: President
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Date: 1-11-95 Date: 1-6-95
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EXHIBIT A-1 to
FIRST AMENDMENT TO THE RESEARCH AGREEMENT
SCHEDULE OF PAYMENTS
Effective Date
February 12, 1994
August 12, 1994
February 12, 1995
August 12, 1995
February 12, 1996
August 1, 1996
January 1, 1997
July 1, 1997
January 1, 1998.
July 1, 1998
and, if the Research Period ends on January 1, 2000, then
January 1, 1999
July 1, 1999
Confidential portion has been omitted
and filed separately with the Commission