This
Amendment (the “
Amendment ”)
is made as of this 30
th day
of September 2007 to that that certain Sale and Asset Purchase
Agreement, dated as of July 6, 2007 (the “
Asset Agreement ”),
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) contemplates that that the transactions
thereunder (such transactions, the “
Asset Sale ”)
shall close on or before September 30, 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.
Amendment of Asset Agreement .
Section
1.11 of the Asset Agreement is hereby amended and restated in
its entirety as to read a