EXHIBIT 4.17
YORK
MEDICAL INC.
YORK MEDICAL INC.
5045 Orbitor Drive November 23, 1995
Bldg. 11, Suite 400 CBQYM INC.
L4W 4Y4 5045 Orbitor Drive
Building 11, Suite 400
Tel: (905) 629-9761 Mississauga, Ontario L4W 4Y4
Fax: (905) 629-4959
Internet: yorkmed@astral.magic.ca Dear Sirs:
We refer to the assignment and assumption
agreement dated as of November 22, 1995 among CBQYM INC.
and York Medical Inc. ("YMI") pursuant to which YMI
assigned to CBQYM INC. all of YMI's right, title and
interest in and to the Licensing Agreement (as defined
therein).
YMI agrees to conduct or arrange for the conduct
of the appropriate studies and clinical trials of the
products and processes to which CBQYM INC. was assigned
rights under the Licence Agreement, and to pay, or cause
to be paid, the cost of any such studies and trial so
conducted, subject to reimbursement by CBQYM INC. as
described below. YMI shall, in agreement with CBQYM
INC., determine the nature and protocol of any study or
trial so conducted. Notwithstanding the foregoing, YMI
shall have no obligation to conduct or arrange for the
conduct of any study or trial where such study or trial
would be commercially or scientifically unreasonable in
the circumstances, as determined by YMI in its sole
discretion. In addition, YMI shall pay the initial
organizational expenses and the administrative expenses
of CBQYM INC. which expenses shall constitute expenses
to be included in the calculation of the "Net Revenues"
described in the Licence Agreement between CBQYM INC.
and YMI.
Yours very truly,
York Medical Inc
by:
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David G.P. Allan
Chairman
Accepted and agreed to as of November 23, 1994.
CBQYM INC.
by:
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by:
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on behalf of YMI's Nominee
duly authorized to sign
by:
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on behalf of CIMAB S.A's Nominee
duly authorized to sign