Attached files
Exhibit 10.1
AMENDMENT
No. 1 TO
EXCLUSIVE
LICENSE AGREEMENT
(BIAKOS
Antimicrobial Skin/Wound Cleanser and Gel)
This
Amendment No. 1 (this (“Amendment”) to Exclusive License
Agreement, dated July 7, 2019, by and between Rochal Industries, LLC,
a Texas limited liability company, having its principal place of
business at 12000 Network Blvd, B-200, San Antonio, TX 78249
(“Licensor”),
and Sanara MedTech Inc., a Texas corporation having its principal
place of business at 1200 Summit Ave, Suite 414, Fort Worth, TX
76102 (“Licensee”) (the
“BIAKOS License
Agreement”), is made and entered into as of May 4,
2020 (the “Effective
Date”).
WHEREAS, Licensor
and Licensee wish to enter into a license agreement with respect to
specified Atterase Debrider Patents and Products; and
WHEREAS. it is a
condition to the parties’ entering into such Atterase
Debrider license agreement that the BIAKOS License Agreement be
amended as set forth in this Amendment No. 1;
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Licensor and Licensee
agree as follows:
1. Capitalized terms
used in Sections 1.10 and 5.2 of the BIAKOS License Agreement shall
have the meanings given to such terms in the original BIAKOS
License Agreement, except as otherwise modified in this Amendment
No. 1.
2. Section 1.10 of the
BIAKOS License Agreement is amended and restated in its entirety as
follows:
1.10
“Capital Raise”
means (i) the sale for cash in one or more transactions by Licensee
of its Stock or assets that provides gross sales proceeds
aggregating at least $10,000,000 or (ii) a sale of the Company to a
third party by way of merger, consolidation or sale of its capital
stock or assets.
3. Section 5.2 of the
BIAKOS License Agreement is amended and restated in its entirety as
follows:
5.2
Post Capital Raise
Payment. As additional consideration for the granting of the
License and upon the completion of the Capital Raise on or before
December 31, 2022, Licensee shall pay Licensor, at the time of such
funding of the requisite sale of Stock or assets or prior to the
consummation of the sale of the Company, Seven-Hundred Fifty
Thousand Dollars ($750,000) (the “Post Capital Raise Payment”).
Licensee may pay the Post Capital Raise Payment as determined in
its sole option in either (i) cash; (ii) Stock; or (iii) a
combination of cash and Stock. The number of shares of Stock, if
any, conveyed to Licensor shall be determined by dividing the
amount of the Post Capital Raise Payment payable in Stock by the
sale price of the Stock at the time of the closing of the Capital
Raise. If the Capital Raise is not successfully consummated on or
before
December 31, 2022,
then Licensee shall not be required to make the Post Capital Raise
Payment to Licensor.
4. Except as
specifically modified by this Amendment No. 1, all other terms and
provisions of the BIAKOS License Agreement are intended to and
shall remain unchanged and in full force and effect.
IN
WITNESS WHEREOF, Licensor and Licensee have executed this Amendment
No. 1 to be effective as of the Effective Date.
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ROCHAL
INDUSTRIES, LLC,
as
Licensor
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By |
Rebecca
E. McMahon, President
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SANARA MEDTECH INC.,
as
Licensee
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By |
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J.
Michael Carmena, Vice Chairman
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