EXHIBIT 10.5
EXTENSION MODIFICATION OF RESEARCH COLLABORATION
AGREEMENT BETWEEN
B TWELVE, INC. (dba) KYTO BIOPHARMA, INC.
AND
THE RESEARCH FOUNDATION OF STATE UNIVERSITY OF NEW YORK
Modification No. 2
RF NO. (100) 1009663 - 006850
Effective December 17th, 2004
The agreement entered into between FOUNDATION and COLLABORATOR
made
effective as of August 19th, 1999 (the
"Agreement") and modified by Modification
No. 1, Effective as of February 27th, 2001
(the "Modification I"), is hereby
further amended in this Modification 2 as
follows, effective December 17, 2004:
1. The "COLLABORATOR" in the
Agreement and "Contractor" in Modification 1
shall be KYTO
BIOPHARMA, INC., doing business through B Twelve Limited,
incorporated and
organized under the laws of Canada and the Province of
Ontario, on
March 5, 1999, with its principal offices located at c/o B
Twelve Limited,
41 A. Avenue Road, York Square, Toronto, Ontario M5R 2G3.
2. The terms "COLLABORATOR" in
the Agreement and "Contractor" in Modification
1 shall be used
interchangeably and shall be as defined in this
Modification 2
as "CONTRACTOR". The CONTRACTOR shall be KYTO BIOPHARMA,
INC. and B
Twelve Limited, jointly and severally.
3. Any reference to the
UNIVERSITY in the Agreement shall be deleted and
replaced with
the FOUNDATION. The FOUNDATION assumes all rights, duties,
and obligations
of UNIVERSITY, if any, from the Agreement.
4. CONTRACTOR and FOUNDATION
shall pay the non-breaching party's litigation,
court, and other
fees and expenses, including attorney's fees, for any
action to remedy
a material breach hereunder, including non-payment of
money owed or
non-performance of the Research Plan as required.
5. CONTRACTOR and FOUNDATION
acknowledges that the "3-Way Confidentiality and
Nondisclosure
Agreement: dated June 1, 2003 was never fully executed and is
rescinded and
void. The Agreement contains a confidentiality
