Exhibit 10.19
AMENDMENT NO. 1 TO
PLACEMENT AGENCY
AGREEMENT
THIS AMENDMENT, dated March 6, 2007
(this “Amendment”), between Redpoint Bio
Corporation , a Delaware corporation (the
“Company”), and National Securities Corporation
and Brean Murray, Carret & Co., LLC (collectively, the
“Placement Agents”).
W I T N E S S E T
H
WHEREAS, the parties hereto have
heretofore entered into a Placement Agency Agreement, dated
December 4, 2006 (the “Agreement”); and
WHEREAS, the Company and the
Placement Agents wish to amend the Agreement on the terms set forth
herein.
NOW, THEREFORE, the parties hereto,
in consideration of the mutual promises herein contained and for
other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, hereby agree to amend the
Agreement as follows:
1.
Definitions; References; Continuation of Agreement .
Unless otherwise specified herein, each term used herein that is
defined in the Agreement shall have the meaning assigned to such
term in the Agreement. Each reference to
“hereof,” “hereto,”
“hereunder,” “herein” and
“hereby” and each other similar reference, and each
reference to “this Agreement” and each other similar
reference, contained in the Agreement shall from and after the date
hereof refer to the Agreement as amended hereby. Except as
amended hereby, all terms and provisions of the Agreement shall
continue unmodified and remain in full force and effect.
2.
Representations and Warranties of Redpoint . The
following representation is hereby added to the end of Section
2A:
“(z)
Except as described in the Memorandum, the Company has sufficient
title and interest in and to, or possesses a valid license or other
legal right to, all intellectual property and proprietary rights,
including rights in trademarks, service marks, trade names,
copyrights, works of authorship, trade secrets, trade dress, domain
names, designs, processes, data, software, know-how, inventions and
discoveries (whether or not patented, patentable, or reduced to
practice), patents, goodwill related to any of the foregoing, and
all related foreign and domestic registrations and applications for
registration
