Form: 8-K

Current report filing

September 9, 1998

EXHIBIT 10.5

Published on September 9, 1998



AMENDMENT TO LICENSE AGREEMENT


This Amendment to that certain License Agreement dated June 10, 1993, by
and between THE RESEARCH AND DEVELOPMENT INSTITUTE, INC. ("RDI") and CYTOCLONAL
PHARMACEUTICS INC. ("CPI") as previously amended, is entered into this 27th day
of May, 1998.


W I T N E S S E T H :

WHEREAS, RDI has been designated the licensing agency for MONTANA STATE
UNIVERSITY-BOZEMAN (hereinafter "UNIVERSITY") technologies; and,

WHEREAS, on June 10, 1993 RDI and CPI entered into a License Agreement
whereby RDI granted an exclusive license to CPI to taxol and other technologies
(hereinafter "Technology") developed at UNIVERSITY and MONTANA TECH OF THE
UNIVERSITY OF MONTANA (hereinafter "MONTANA TECH'); and

WHEREAS, the parties are desirous of clarifying their intent with regard to
the payment of royalties and other payments due RDI under the aforesaid License
Agreement.

NOW, THEREFORE, in consideration of the premises, the parties agree as
follows:

1. Paragraph III C. is hereby amended to add a subsection (5) which
shall read in its entirety as follows:

(5) Any and all minimum royalties shall be credited against
royalties earned or other payment due to RDI pursuant to subparagraphs
D, E, F and/or H of this Section III and any such payment pursuant to
sub-paragraphs D, E, F and/or H of this Section III shall be credited
against the minimum royalties provided for in this subparagraph C.


2. Paragraph III D. is hereby amended in its entirety to read as
follows:

D. CPI shall pay to RDI an amount earned royalty of [ ]
on CPI's Net Sales for Licensed Products if covered by an issued
patent, the payment thereof to be paid quarterly within thirty (30)
days of the close thereof.

3. Paragraph III E. is hereby amended in its entirety to read as
follows:

E. CPI shall pay to RDI an amount earned royalty of [ ]
on CPI's Net Sales for Licensed Products not covered by an issued
patent or patent pending claim, but covered by or incorporating
know-how or trade secrets relating to the Taxol Producing Organism
System, the payment thereof to be paid quarterly within thirty (30)
days of the closed thereof, provided, however, should it be the
reasonable opinion of patent counsel that the Licensed Products
under this Paragraph E are subject to patentable claims, but the
parties agree to treat said inventions as trade secrets, the
royalty rate shall then be [ ] on Nets Sales.

4. Paragraph III F. is hereby amended to read as follows:

F. CPI shall pay to RDI [ ] of all royalties received with
respect to manufacture, use, or sale of the inventions by
sublicensees, which royalty shall be reduced to [ ] in the event
CPI is required to pay royalties to others, the payment thereof to
be made within thirty (30) days of CPI's receipt thereof.

5. A new Paragraph III H. is hereby added to read in its entirety
as follows:

CPI shall pay RDI all up-front, milestone and royalty
payments it may receive from Bristol-Myers Squibb Company
("BMS") pursuant to Section I and III of that certain
SUBLICENSE AGREEMENT UNDER RESEARCH & DEVELOPMENT INSTITUTE,
INC. LICENSE AGREEMENT between CPI and BMS. The aforesaid
payments shall be in the amount of the full share of
payments due RDI under the license agreement as amended
pursuant to paragraph 4 above.


IN WITNESS WHEREOF, the parties have entered into this Addendum to License
Agreement on the 27th day of May, 1998.


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THE RESEARCH AND DEVELOPMENT INSTITUTE, INC.



By: /s/ ROGER BLAIR
-----------------------------------------
Title: President
--------------------------------------


CYTOCLONAL PHARMACEUTICS INC.


By: /s/ ARTHUR P. BOLLON
-----------------------------------------
Title: President and CEO
--------------------------------------








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