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Exhibit 10.7
Amendment, dated as of November 29, 2001, to the Termination of
Agreement
dated September 12, 1990, dated September 26 and October 1, 1997
(the
"Agreement"), between GP Strategies Corporation (formerly
National Patent
Development Corporation) and The Population Council, Inc.
1. The Agreement is hereby amended by deleting Paragraph 5 and
replacing it
with the following:
5. Allocation of Royalties and Net Sales.
(a) NPDC shall pay to The Council, within 30 days following
NPDC's
receipt of Royalties, an amount equal to the following
percentages of
Royalties (as that term is defined in Paragraph 5(d)).
(i) One hundred (100%) percent of the first $35,000 of
Royalties,
as a fee for the transfer of the IND sponsorship to NPDC from
The Council.
Thereafter,
(ii) in the case of any LHRH Implant, thirty (30%) percent;
and
(iii) in the case of any Non-LHRH Implant, five (5%)
percent.
(b) NPDC shall pay to The Council, on or before the 30th day
following
the end of each calendar quarter, with respect to Net Sales (as
that term
is defined in Paragraph 5(c)) in such calendar quarter, an
amount equal to
the following percentages of such Net Sales.
(i) In the case of any LHRH Implant, three (3%) percent.
(ii) In the case of any Non-LHRH Implant, one-half (0.5%)
percent.
(c) For the purposes of determining payments by NPDC to The
Council,
Net Sales shall mean the amount received by NPDC with respect to
sales of
Implants by NPDC, less returns and or credits for returns, sales
taxes,
promotional, cash, trade or volume discounts including
governme
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