ADDENDUM AND
FIRST AMENDMENT TO MATERIAL TRANSFER AGREEMENT
America Stem Cell, Inc. ("ASC") and Dara BioSciences, Inc.
("Dara" or "DARA") (collectively herein the "Parties") entered into
a Material Transfer Agreement on March 24, 2008 ("MTA"). The
Parties hereby agree to the following amendments and/or additions
to the terms of the MTA (this "Addendum"):
1. Unless
otherwise defined herein, all capitalized terms used herein have
the meanings provided in the MTA.
2. DARA agrees
that it shall provide ASC with up to 500 milligrams each of the
Materials set forth in Exhibit A to this Addendum (the "Program
Materials") in order to support ASC's research and development
program to be conducted pursuant to the following Texas CPRIT
Individual Investigator Grant entitled "
Transforming Stem Cell Engraftment and Improving Cancer Patient
Survival by Enhancing Hematopoietic Recovery Following Umbilical
Cord Blood Transplantation"(the "Funded Program"). The goals and
objectives of the Funded Program are set forth in Exhibit B to this
Addendum (the "Aims"). DARA shall provide the Program Materials at
no charge to ASC, except as set forth in Section 8 below. Except as
set forth in this Section 2 of this Addendum, DARA shall have no
obligation to supply any other Materials to ASC pursuant to Section
1(a) of the MTA.
3. DARA shall
perform reasonable validation procedures with respect to the
Program Materials to confirm that such Program Materials are active
drug substance.
4. The Program
Materials will be used by ASC for research purposes only, and
only to support the Funded Program.
5. DARA will use
reasonable efforts to provide information and documentation
relating to the Program Materials required by ASC to achieve the
Aims. This information and documentation will be considered
Confidential Information of DARA under the MTA.
6. &nb
