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EXHIBIT 10.10
AMENDMENT AGREEMENT
TO THE
LICENSE AGREEMENT
This amendment agreement (the "Agreement") to the license agreement
between the
parties hereof dated December 30th, 2000 (the "License Agreement")
is made as of
December 23h, 2008 (the "Effective Date") by and between Proteo,
Inc., a US
corporation under the laws of Nevada, ("Licensee") and Dr. Oliver
Wiedow,
Forstweg 55, 24105 Kiel, Germany. Proteo, Inc. and Dr. Oliver
Wiedow are
referred to individually and collectively as a "Party" or the
"Parties."
RECITALS
WHEREAS, Licensor has granted certain rights to Licensee with
respect to the
compound Elafin as defined in the License Agreement;
WHEREAS, under Section 3.1 of the License Agreement Licensee is
obliged to pay
to Licensor an annual license fee in the amount of EUR 110,000 for
a period of 6
years, in the aggregate in the amount of EUR 660,000, such payment
obligation
being subject to certain reductions as provided for in Section 3.1
of the
License Agreement (the "Lump Sum Payment Obligation");
WHEREAS, under Section 3.2 of the License Agreement Licensee is
obliged to pay
to Licensor running royalties in the amount of 3 % of gross
revenues earned with
Products based on the Technology Rights by Licensee or Licensee's
Subsidiaries;
WHEREAS, based on a resolution of Licensee's Board of Directors
dated June 16th,
2001 and pursuant to an agreement between the Parties in March
2004, Licensor
agreed to reduce the installments and thus to partially defer the
Lump Sum
Payment Obligation;
WHEREAS, until today, Licensee has only paid to Licensor EUR 30,000
under the
Lump Sum Payment Obligation and thus the open payment obligation
under the Lump
Sum Payment Obligation is EUR 630,000 (the "Lump Sum");
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained
herein and other good and valuable consideration, the receipt and
sufficiency of
which is hereby acknowledged, the Parties, intending to be legally
bound, agree
to the following:
SECTION 1
DEFINITIONS
Unless the
context otherwise requires, the following capitalized terms in
this Agreement shall have the following meanings (and if the
context so
requires, including any gender, plural or singular thereof and
including any
capitalized verb, adverb or adjective as relating to such defined
term):
"AFFILIATE" or "SUBSIDIARY" shall mean with respect to any Party,
any person
which or who directly or indirectly controls, is controlled by, or
is under
common control with such Party. For purpose of this definition,
"control" means
the power to vote more than 50% of the voting shares or comparable
voting
interests.
"AGREEMENT" shall have the meaning set forth in the introductory
paragraph
hereof.
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"APPLICABLE LAW" shall mean all applicable laws, rules and
regulations,
including any rules, regulations, guidelines or other requirements
of any
Regulatory Authorities that may be in effect from time to time.
"GERMAN BASE INTEREST RATE" shall mean the interest rate pursuant
to Section 247
of the German Civil Code as applicable from time to time.
"LICENSE AGREEMENT" shall have the meaning set forth in
Recitals.
"LICENSOR" shall have the meaning set forth in Recitals.
"LICENSEE" shall have the meaning set forth in Recitals.
"LUMP SUM" shall have the meaning set forth in Recitals.
"LUMP SUM PAYMENT OBLIGATION" shall have the meaning set forth in
Recitals.
SECTION 2
REVISION OF THE LUMP SUM PAYMENT OBLIGATION
2.1
AMENDMENT TO THE LUMP SUM PAYM
