Published on May 14, 2008
AMENDMENT
This
Amendment (the “Amendment”) is made as of January 29, 2008 between Lixte
Biotechnology Holdings, Inc., a Delaware corporation (“Lixte”), and Chem-Master
International, Inc., a New York corporation (“Chem-Master”), with reference to
the following:
A. Pursuant
to that certain Agreement dated as of February 5, 2007 (the “Agreement”)
between Lixte and Chem-Master, Lixte engaged Chem-Master to synthesize certain
organic compounds. Defined Terms not defined herein shall have the meaning
ascribed to them in the Agreement.
B. Lixte
is
desirous of extending the term of the Agreement and to expressly provide for
the
synthesis of the compound LB-3 as well as additional compounds not yet
determined.
NOW
THEREFORE, in consideration of the premises and the mutual covenants set forth
hereinafter, Chem-Master and Lixte agree to amend the Agreement as
follows:
ARTICLE
I
AMENDMENT
1.1 Section
1.2 is hereby amended by adding “and LB-3” after “LB-1” on the first line
thereof.
1.2 Article I
is further amended by adding a new Section 1.6 as follows:
“1.6 ‘LB-3’
shall mean the compound having the physical properties set forth in Appendix
B.”
1.3 Article III
is hereby amended by adding a new Section 3.3 and Section 3.4 as
follows:
“3.3 Within
thirty days of the date hereof, Lixte shall issue to Chem-Master 100,000
restricted shares (the “New Shares”) of the Common Stock of Lixte.
“3.4 Lixte
hereby grants to Chem-Master an option to purchase 200,000 shares of Common
Stock of Lixte (the “New Options”) at an exercise price of $1.65 per share in
two tranches. Provided that the Agreement is in force and effect at the time
of
the applicable vesting date, options to purchase 100,000 shares shall vest
on
August 1, 2009, and options to purchase the remaining 100,000 shares shall
vest on February 1, 2011. Each tranche of the New Options may be
exercisable for a period of two years from the date such tranche
vests.”
1.4 Section
6.1 is hereby amended by substituting February 15, 2014 for ‘the second
anniversary of the Effective Date’ on the second line thereof.”
ARTICLE
II
REPRESENTATIONS
OF CHEM-MASTER
Chem-Master
represents that the New Shares and New Warrants are being acquired by
Chem-Master for investment purposes only and not with a view to distribution.
Chem-Master acknowledges that the New Shares and New Warrants are restricted,
the certificates for which will bear a customary legend, and may not be resold
absent an applicable exemption under the securities laws.
ARTICLE
III
EFFECT
OF AMENDMENT
Except
as
expressly provided in this Amendment, the Agreement remains in full force and
effect:
IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed as of
the
date set forth above.
| LIXTE BIOTECHNOLOGY HOLDINGS, INC. | CHEM-MASTER INTERNATIONAL, INC. | ||
| By: /s/ JOHN S. KOVACH | By: /s/ FRANCIS JOHNSON | ||
|
Name: John
S. Kovach
Title: President
|
Name: Francis
Johnson, Ph.D.
Title: President
|
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