WAIVER AGREEMENT
This Waiver Agreement ("Agreement") is entered into as of this 12th day
of April, 2000 and effective as of December 29, 1999, by and between Techniclone
Corporation, a Delaware corporation having its principal place of business at
14282 Franklin Avenue, Tustin, California 92780, a successor-in-interest to
Techniclone International Corporation, a California corporation (hereinafter
"Techniclone" or the "Company") and Biotechnology Development, Ltd., a Nevada
limited partnership having its principal place of business at 222 South Rainbow,
Suite 218, Las Vegas, Nevada 89128 (hereinafter "BDT").
RECITALS
A. Techniclone and BDT have entered into that certain Termination
Agreement, dated as of March 8, 1999 (the "Termination
Agreement") pursuant to which Techniclone and BDT terminated a
Distribution Agreement and Option Agreement, each dated
February 29, 1996 and an Option Agreement dated October 23,
1998 (collectively the "BDT/Techniclone Agreements").
B. As a part of the Termination Agreement, Techniclone executed a
$3,300,000 Secured Promissory Note, dated March 8, 1999 (the
"Termination Note"), to the order of BDT. Also pursuant to the
Termination Agreement, Techniclone agreed to file a
registration statement with regard to certain of the
securities held by BDT by December 8, 1999.
C. Techniclone defaulted on its interest payment obligation on
the Termination Note for the month of December 1999 and failed
to fulfill its promise to file the registration statement by
December 8, 1999.
D. Techniclone and BDT believe that it is in their respective
best interests to provide for a waiver of the above-referenced
defaults and to provide for certain amendments to the
Termination Agreement and its related documents.
NOW, THEREFORE, in consideration of their respective promises to set
forth herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. BDT hereby waives and fully forgives any and all defaults
which may have occurred on the part of Techniclone pursuant to
the Termination Agreement, the Termination Note and any
warrant or other agreement entered into in connection with the
Termination Agreement.
2. All payments of interest otherwise due on the Termination Note
from December 1, 1999 through August 31, 2000 shall be
deferred and shall not be due and payable until August 31,
2000. Deferred interest shall not itself bear interest. 1.
3. Techniclone's obligation under the Termination Agreement to
register certain shares of its common stock under the
Securities Act of 1933 is hereby given a one-time waiver, but
must be filed no later than December 1, 2000.
4. BDT's security interest in certain assets of Techniclone, as
set forth in the Security Agreement between BDT and
Techniclone dated March 8, 1999, is hereby terminated. As
substitute collateral, Techniclone hereby pledges to BDT a
security interest in the issued patents and patents pending
set forth on Exhibit B to secure performance of the
obligations of Techniclone pursuant to the Security Agreement.
5. Techniclone and BDT shall execute an amended security
agreement evidencing the substitution of collateral set forth
above upon BDT's delivery to Techniclone of an amended UCC
financing statement evidencing the substitution of the
collateral and the amendment of the Security Agreement. It
shall be BDT's responsibility to file a copy of the amended
security agreement with the United States Patent & Trademark
Office and the responsibility of Techniclone to file the
amended financing statement with the California Secretary of
State.
6. Effective December 1, 1999, the interest rate on the
Termination Note is hereby increased from 10% to 12% per
annum.
7. The expiration date of the warrants described in paragraph 3
of the Termination Agreement is hereby extended to December 1,
2005 and, in the event of a merger, consolidation, exchange of
shares, or similar event, as a result of which the outstanding
shares of Techniclone's common stock shall be changed into the
same or a different number of shares of stock or other
securities of another entity, or of a sale of all or
substantially all of Techniclone's assets, or a
recapitalization, reclassification or similar transaction of
such character that the shares of Techniclone's common stock
shall be changed into or become exercisable for a smaller
number of such shares, then the exercise price of warrants
described in paragraph 3 of the Termination Agreement shall be
changed to $.34 per share.
8. This Waiver Agreement shall be governed by paragraph 8 of the
Termination Agreement, the terms of which are incorporated by
this reference.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
TECHNICLONE CORPORATION
By: /S/ JOHN BONFIGLIO
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John Bonfiglio, acting President
BIOTECHNOLOGY DEVELOPMENT, LTD.
By: /S/ EDWARD J. LEGERE
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Edward J. Legere, General Partner
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