SECOND AMENDMENT TO SALE AND ASSET PURCHASE
AGREEMENT
This
Amendment (the “
Second Amendment ”)
is made as of this 30
th 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.
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