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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 gover
