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EXHIBIT 10.4 AMENDMENT NO. 1 TO TRANSACTION DOCUMENTS

Copyright License Agreement

EXHIBIT 10.4  AMENDMENT NO. 1 TO TRANSACTION DOCUMENTS | Document Parties: PROVECTUS  PHARMACEUTICALS, INC.  | GRYFFINDOR   CAPITAL  PARTNERS  I,  L.L.C. You are currently viewing:
This Copyright License Agreement involves

PROVECTUS PHARMACEUTICALS, INC. | GRYFFINDOR CAPITAL PARTNERS I, L.L.C.

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Title: EXHIBIT 10.4 AMENDMENT NO. 1 TO TRANSACTION DOCUMENTS
Governing Law: Illinois     Date: 5/16/2005

EXHIBIT 10.4  AMENDMENT NO. 1 TO TRANSACTION DOCUMENTS, Parties: provectus  pharmaceuticals  inc.  , gryffindor   capital  partners  i   l.l.c.
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                                                                    EXHIBIT 10.4

                    AMENDMENT NO. 1 TO TRANSACTION DOCUMENTS

 

     Amendment No. 1 to Transaction   Documents   ("Amendment No. 1"), dated as of

November 26, 2004,   between   PROVECTUS   PHARMACEUTICALS, INC. ("Provectus")   and

GRYFFINDOR    CAPITAL   PARTNERS   I,   L.L.C.    ("Gryffindor").

-

 

                                    RECITALS

 

A.    Provectus,   Gryffindor   and others are   parties   to a   Convertible   Secured

     Promissory   Note and Warrant   Purchase   Agreement   dated as of November 26,

     2002 (the "Original Purchase Agreement"),   pursuant to which Provectus sold

     to   Gryffindor,   and   Gryffindor   purchased   from   Provectus,   a Note and a

     Warrant.

 

B.    To secure its obligations under the Note,   Provectus executed and delivered

     to   Gryffindor   a   Security   Agreement,   a   Trademark   Collateral   Security

     Agreement,   a Patent and License Security   Agreement,   a Copyright Security

     Agreement and a Stock Pledge Agreement,   each dated as of November 26, 2002

     (collectively the "Provectus Security Documents").

 

C.    To   further   secure   Provectus'    obligations    under   the   Note,    Xantech

     Pharmaceuticals,   Inc., a wholly owned subsidiary of Provectus ("Xantech"),

     executed and delivered to   Gryffindor a Guaranty,   dated as of November 26,

     2002 (the "Guaranty"), guarantying the obligations of Provectus under or in

     connection with the Note, any   Transaction   Document and any other document

     or instrument executed in connection therewith.

 

D.    To   secure   its   obligations   under   its   Guaranty,   Xantech   executed   and

     delivered   to   Gryffindor   a Security   Agreement,   a   Trademark   Collateral

     Security Agreement, a Patent and License Security Agreement and a Copyright

     Security   Agreement,   each   dated as of   November   26,   2002   (the   Xantech

     Security Documents, and together with the Provectus Security Documents, the

     "Security Documents").

 

E.    Provectus and Gryffindor also entered into a Registration Rights Agreement,

     and   Provectus,    Gryffindor   and   others   entered   into   a    Shareholders'

     Agreement,   each dated as of November 26, 2002,   which,   together   with the

     other documents referred to in the Original Purchase Agreement are referred

     to herein as the "Transaction Documents".

 

F.    Provectus desires to amend the Note to extend the maturity date thereof and

     to add the accrued interest thereon to the principal thereof and Gryffindor

     is willing to agree to an extension of the maturity date of the Note and to

     add the accrued interest thereon to the principal   thereof on the terms and

     subject to the conditions hereinafter set forth.   Accordingly,   the parties

     hereto agree as follows:

 

1.    Definitions.   Capitalized terms used but not otherwise defined herein shall

     have the meaning ascribed thereto in the Original Purchase Agreement.

 

<PAGE>

 

2.    Amendments.    Effective   as   of   the   date   hereof,    but   subject   to   the

     satisfaction of the conditions precedent set forth in Section 3 hereof, the

     following Transaction Documents are hereby amended as follows:

 

2.1. Note.   The Note is amended and   restated as set forth in Exhibit A attached

     hereto and made a part hereof.

 

2.2. Registration Rights Agreement. The Registration Rights Agreement is amended

     as follows:

 

     (a)   For the   avoidance of doubt,   the defined term   "Transactions"   in the

          Registration    Rights    Agreement   shall   be   deemed   to   include   the

          transactions   pursuant to Amendment   No. 1 to   Transaction   Documents,

          dated as of November 26, 2004,   between Provectus and Gryffindor,   and

          the documents executed and delivered in connection therewith.

 

     (b)   The   definition   "Shelf   Registration   Statement" in the   Registration

          Rights Agreement shall be amended and restated as follows:

 

          "Shelf   Registration   Statement"   shall mean a Registration   Statement

          filed   pursuant   to Rule 415 of   Regulation   C   promulgated   under the

          Securities Act (or any successor rule).

 

     (c)   The   definition   of "Warrants" in the   Registration   Rights   Agreement

          shall be amended and restated as follows:

 

           "Warrants"   shall mean those   warrants   to acquire   additional   Common

          Shares granted to Holder as part of the Transactions,   including,   but

          not limited to, the Warrants issued pursuant to the Original   Purchase

          Agreement and the Warrants issued and issuable   pursuant to the Second

          Amended and Restated Senior Secured   Convertible   Note, dated November

          26, 2004, in the principal amount of $1,185,959, made by Provectus and

          payable to the order of Gryffindor.

 

     (d)   Section   2(a) of the   Registration   Rights   Agreement   is amended   and

          restated as follows:

 

          "2.   Demand Registration.

 

               (a)   Request for Registration.

 

                    Immediately   following   the earlier of (i) the date on which

               the Company shall become eligible to use a Registration Statement

               on Form S-3 (or any   successor   form   thereto)   to   register   its

               securities and/or those of a selling   stockholder,   and (ii) July

               1, 2003, Holder may make written requests for registration   under

               the Securities Act (each, a "Demand

 

                                       2

<PAGE>

 

               Registration")   of all   or   part   of   such   Holder's   Registrable

               Securities.   Each written   request   shall   specify the   aggregate

               number   of   Registrable   Securities   to   be   registered   and   the

               intended   method   of   disposition.   The   Company   shall,   at   the

               election of the Holder,   file such Demand Registration as a shelf

               registration   pursuant to Rule 415 of   Regulation   C   promulgated

               under the Securities Act (or any successor rule). Thereafter, the

               Company   may elect to   include   in such   registration   additional

               Common Shares to be issued by the Company, to the extent that the

               inclusion of such   additional   Common   Shares does not   adversely

                affect the completion of Holder's   intended   distribution   of its

               Common Shares,   in its reasonable   discretion.   The Company shall

               use its best   efforts   to become   and   remain   eligible   to use a

               Registration   Statement   on Form S-3 to register   its   securities

               and/or those of a selling stockholder.

 

               (e)   The   first   sentence   of   Section   2(c) of the   Registration

                    Rights Agreement is amended and restated as follows:

 

                    "The Holder may, at its option,   distribute the   Registrable

               Securities   covered   by   the   Holder's   request   by   means   of an

               underwriting.

 

                    (f) The following   Section 2(e) is added to Section 2 of the

               Registration Rights Agreement:

 

 

               "The Company shall, by A


 
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