SECOND
AMENDMENT TO SALE AND ASSET PURCHASE AGREEMENT
This
Amendment (the “Second
Amendment”)
is
made as of this 30th
day of
October 2007 to that that certain Sale and Asset Purchase Agreement, dated
as of
July 6, 2007 (the “Asset
Agreement”,
(as
previously amended by the First Amendment dated September 29, 2007), by and
among Medical Discoveries, Inc., a Utah corporation (“MDI”),
MDI
Oncology, Inc., a Delaware corporation and wholly-owned subsidiary of MDI
(“MDI
Oncology”),
and
Eucodis Pharmaceuticals Forschungs - und Entwicklungs GmbH, an Austrian company
(“Eucodis”).
Capitalized terms used herein but not otherwise defined shall have the meanings
ascribed to them in the Asset Agreement.
WHEREAS,
the Asset Agreement (including, but not limited to, Sections 3.1 and 4.2
thereof), as amended by the First Amendment dated September 29, 2007,
contemplates that that the transactions thereunder (such transactions, the
“Asset
Sale”)
shall
close on or before October 31, 2007; and
WHEREAS,
the Parties remain committed to closing the Asset Sale, however, desire to
extend the period provided for closing the Asset Sale.
NOW,
THEREFORE, in consideration of the mutual promises exchanged herein, the Parties
agree as follows:
1. Second
Amendment of the Asset Agreement.
Section
3.1 (c) of the Asset Agreement is hereby amended and restated in its entirety
to
read as follows:
(c)
“On
or
before January
31,
2008,
EUCODIS shall pay
the
Excess Portion to the MDI Parties or to another party as the MDI Parties may
so
direct.”
Section
4.2 of the Asset Agreement is hereby amended and restated in its entirety to
read as follows
4.2 “In
the
event that the Closing does not occur by January
31, 2008,
and
unless the parties have otherwise agreed in writing, the Escrow Agent shall
deliver the Transfer Documents to the MDI Parties or to whomever as the MDI
Parties may so direct.”
2. No
Further Changes.
All
other provisions of the Asset Agreement shall remain in full force and effect
after the execution of this Second Amendment.
3. Delaware
Law Governs.
This
Second Amendment shall be governed by and construed under the internal laws
of
the State of Delaware.
[signature
page follows]
IN
WITNESS WHEREOF, the parties have executed this Second Amendment as of the
date
first written above.
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EUCODIS
PHARMACEUTICALS
FORSCHUNGS-UND
ENTWICKLUNGS GmbH
By:
__________________________
Wolfgang
Schoenfeld, M.D.
Title: Chief
Executive Officer
|
MEDICAL
DISCOVERIES, INC.
By:
___________________________
Judy
Robinett
Title: Chief
Executive Officer
|
| |
MDI
ONCOLOGY, INC.
By:
___________________________
Judy
Robinett
Title: Chief
Executive Officer
|