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EXHIBIT 10.21(a)
FIRST AMENDMENT TO JOINT MARKETING AGREEMENT
THIS FIRST AMENDMENT TO JOINT MARKETING AGREEMENT (this
"AMENDMENT") is
made as of February 13, 2006 by and between Helix BioMedix, Inc., a
Delaware
corporation ("HXBM"), and Body Blue Inc., a Canadian corporation
("BODY BLUE"),
and amends that certain Joint Marketing Agreement between the
parties dated
effective November 2, 2004 (the "AGREEMENT"). Capitalized terms not
otherwise
defined herein shall have the meanings ascribed to them in the
Agreement.
WHEREAS, the parties entered into the Agreement to provide for
the
marketing of HXBM products to certain prospective customers;
and
WHEREAS, the
parties wish to memorialize their agreement to share
revenues from certain other transactions which were not
specifically
contemplated either by the Agreement or by that certain Referral
Fee Agreement
between the parties dated September 12, 2005 (the "REFERRAL FEE
AGREEMENT");
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable
consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties, intending
to be legally bound, do agree as follows:
1. Revenue
Share. The parties hereby agree to the following revenue share
allocations for the following corresponding transactions; provided,
however,
that notwithstanding anything contained in the Agreement or this
Amendment to
the contrary, both parties shall retain complete discretion as to
whether or not
to engage in any transaction with any third party:
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Description of Transaction
Amount
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1.
Non-manufacturing agreement sourced by
Body Blue to receive ***% of HXBM
Body Blue
by which the licensing
Net Revenue under any such agreement
customer
either sells products through
retail
channels or directly to
consumers
(e.g., ***)
2. License
Agreement sourced by Body Blue
Body Blue to receive ***% of HXBM
with other
formulators or manufacturers
Net Revenue under any such agreement.
(e.g.,
companies that formulate,
In addition, if a resulting premix
manufacture (including outsourcing
containing an HXBM peptide is sold to
manufacturing), and/or sell proprietary
Body Blue as a raw material for a
mixes or
turnkey products incorporating
manufacturing transaction, the premix
HXBM's
peptides, such as ***)
cost shall be included with raw material
costs in the calculation of the profit
split as in category 3 below.
3.
Manuf
