Second Amendment To Agreement On Cooperative Research And Development

Exhibit 10.96

AMENDMENT AGREEMENT No. 2

This Amendment Agreement No. 2, effective as of , 2005 is between the Institute of Experimental Botany, Academy of Sciences of the Czech Republic, having offices at Rozvojova 135, 165 02 Praha 6, Czech Republic (" INSTITUTE" ) on one side, and Senetek PLC, having offices at 620 Airpark Road, Napa, CA 94558, USA (" SENETEK" ) on the other side.

WITNESSETH:

WHEREAS the PARTIES have entered into AGREEMENT ON COOPERATIVE RESEARCH AND DEVELOPMENT which became effective on June 6, 2003;

WHEREAS on October 18, 2004 the PARTIES agreed to amend their AGREEMENT ON COOPERATIVE RESEARCH AND DEVELOPMENT dated 6 th June 2003 as follows:

ullet The PARTIES will share the expenses of patent protection of international and national patents filed on the basis of PATENT APPLICATION PCT/CZ02/00045; and

ullet the scope of future licenses to be granted to SENETEK will cover all claims of patents based on the PATENT APPLICATION, those issued INSTITUTE PATENTS already existing when a license is granted, any applications for INSTITUTE PATENTS as to which SENETEK assumes the costs of patent protection under Article 5.1, and any new patents prepared by the PARTIES under Article 5.1. WHEREAS now PARTIES agreed to amend their AGREEMENT ON COOPERATIVE RESEARCH AND DEVELOPMENT to include further inventions and patent applications: ullet The PARTIES will share expenses of patent protection of international and national patents filed on the basis of patent application PCT/CZ03/00078, and ullet The PARTIES will share expenses of patent protection of three new patent applications, covering ullet 8-substituted cytokinins provisionally titled " Supercytokinins"

ullet " 2-methylthiocytokinins"

ullet tetrahydropyranyl derivatives of cytokinin substituted in position N9

COMMERCIAL TERMS GOVERNING LICENSE are added to Appendix of this Agreement.

NOW THEREFORE in consideration of the mutual covenants set forth below and other good and valuable considerations, the PARTIES agree as follows:

Amendment No. 2 to AGREEMENT ON COOPERATIVE RESEARCH AND DEVELOPMENT

Amend AGREEMENT ON COOPERATIVE RESEARCH AND DEVELOPMENT and its Appendix LICENSE AGREEMENT TERM SHEET as shown in Exhibit 1 attached to this AMENDMENT AGREEMENT and made an integral part thereof.


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IN WITNESS WHEREOF the PARTIES hereto have caused this AMENDMENT AGREEMENT to be executed by their duly authorized representatives in a manner legally binding upon them as of the date first set forth above.

For INSTITUTE OF EXPERIMENTAL BOTANY For SENETEK PLC By: By:

/s/ Dr. Ivana Machackova

/s/ Frank Massino Dr. Ivana Machackova Frank Massino Function: Director of Institute Function: Chairman & CEO Date: , 2005 Date: , 2005


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EXHIBIT 1

AGREEMENT ON COOPERATIVE RESEARCH AND DEVELOPMENT

between Institute of Experimental Botany

Academy of Sciences of the Czech Republic

Rozvojova 135

165 02 Praha 6

Czech Republic

(hereinafter referred to as the INSTITUTE

and Senetek PLC

620 Airpark Road

Napa, CA 94558

USA

(hereinafter referred to as SENETEK )

WHEREAS the INSTITUTE in its Laboratory of Growth Regulators headed by Professor Miroslav Strnad is performing basic research on cytokinins and related plant growth regulators and is willing to provide to SENETEK samples of cytokinins and cytokinin analogs and related information developed at the INSTITUTE including those covered by patents and/or patent applications owned by the INSTITUTE, for testing, possible further development by the INSTITUTE and SENETEK, and ultimately possible licensing to SENETEK; and

WHEREAS SENETEK is a company developing pharmaceutical and cosmeceutical products and, in connection with such business, has made certain inventions regarding cytokinins and cytokinin analogs and methods of using them for various indications related to ameliorating signs of aging and anti-inflammatory indications which are covered by the SENETEK PATENTS, as hereinafter defined; and

WHEREAS SENETEK is interested in testing and evaluating, in cooperation with the INSTITUTE, compounds, as hereinafter defined, developed by the INSTITUTE and in obtaining licenses covering such of these compounds as it may select as hereinafter provided.

NOW THEREFORE in consideration of above-mentioned premises the parties agree as follows:

ARTICLE 1 DEFINITIONS AFFILIATES as used herein shall mean any legal entity which, at the EFFECTIVE DATE or during the validity of this Agreement: ullet directly or indirectly controls SENETEK,


3 ullet is under the same direct or indirect control as SENETEK, or

ullet is directly controlled by SENETEK

A legal entity is considered controlling another:

ullet when it directly or indirectly owns over *** (***) of the capital of this legal entity or more than *** (***) of the voting rights of its shareholders or associates; or

ullet when it has the direct or indirect de facto, directly or indirectly, the power to decide within this legal entity how the affairs shall be conducted. AGREEMENT as used herein shall mean this agreement and any and all Annexes, appendices and other addenda to it as it may be varied from time to time COMPOUNDS as used herein means cytokinins and related compounds, developed, in-licensed or otherwise acquired by the INSTITUTE that may be used for any application, with initial priority focus on medical skin care applications and/or cosmetic skin care applications. Cytokinins can be chemically defined as N 6 substituted adenine derivatives. These compounds may be optionally substituted at different positions of purine ring by another substituent. The compounds can exhibit one or more of the following biological activities, among others: cytokinin activity in tobacco callus, wheat antisenescent and Amaranthus bioassay, antisenescent activity on human fibroblasts, cytotoxicity for skin cancer cells, antipsoriatic activity for hyperproliferative skin cells, anti-inflammatory activity for skin cells and other anti-senescence skin cell activities.

TESTING as used herein means any testing, with initial priority focus on cytokinin activity and cytotoxicity testing to determine the most suitable COMPOUNDS for further development for medical skin care applications and/or cosmetic skin care applications. PARTY as used herein means either of the PARTIES to this AGREEMENT as the case may be, and both of them when used in plural. PATENT APPLICATION PCT/CZ02/00045 as used herein means patent application of the INSTITUTE PCT/CZ02/00045 filed on August 1, 2002 titled " Heterocyclic compounds based on N 6 -substituted adenine, methods for their preparation, their use for preparation of drugs, cosmetic preparations and growth regulators, pharmaceutical preparations, cosmetic preparations and growth regulators containing these compounds" inventors Dolezal et al. (published on May 15, 2003). PATENT APPLICATION PCT/CZ03/00078 as used herein means patent application of the INSTITUTE PCT/CZ03/00078 filed on 29 th Dec. 2003 with international priority date 30 th Dec. 2002, published under WO 2004/058791, titled: " Substitution derivatives of N6-benzyladenosine, methods of their preparation, their use for preparation of drugs, cosmetic preparations and growth regulators, pharmaceutical preparations, cosmetic preparations and growth regulators containing the compounds" , inventors: Dolezal Karel, Dr.Mgr., Zatloukal

*** Confidential treatment has been requested


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Marek, RNDr., Popa Igor, Dr., Lenobel Rene9, Mgr., Hradecka Dana, Ing., Vojtesek Borivoj, RNDr. DrSc., Uldrijan Stjepan, Mgr. CSc., Mlejnek Petr, RNDr. CSc., Strnad Miroslav, Prof. Ing. CSc., Werbrouck Stefaan, Dr., owner: UEB AV CR, having date for entry into national phase 30 th June 2005 and date for European regional phase 30 th July 2005.

NEW PATENT APPLICATIONS as used herein means patent applications of INSTITUTE to be prepared and filed in the name of INSTITUTE, subject of which will be

ullet 8-substituted cytokinins provisionally titled " Supercytokinins"

ullet " 2-methylthiocytokinins"

ullet tetrahydropyranyl derivatives of cytokinin substituted in position N9

INSTITUTE PATENTS as used herein means currently owned patents and patent applications of INSTITUTE covering cytokinin-like COMPOUNDS.

SENETEK PATENTS as used herein means SENETEK' s issued patents (U.S. Patents 5,371,089, 5,602,139, 5,614,407, 5,021,422, 5,164,394, and 5,151,425 and the corresponding international and foreign patents) related to the use of cytokinins for anti-inflammatory indications and for medical skin care applications and/or cosmetic skin care applications, and any patents hereafter issued which are entitled to the same priority date(s) as such issued patents. PROPOSED PATENTS as used herein means any new patent issued on a PATENT APPLICATION PCT/CZ02/00045, PATENT APPLICATION PCT/CZ03/00078, and NEW PATENT APPLICATION as provided hereinafter, and all related patents, inventor certificates, utility certificates, and models and certificates of addition and all foreign counterparts of them, including any divisional application and patents, re-filings, renewals, continuations, continuations-in-part, patents of addition, extensions, reissues, substitutions, confirmations, registrations, revalidations and additions of or to any of them, as well as any supplementary protection certificates and equivalent protection rights based on the above patent applications.

PRODUCT as used herein means any product which or the process of production of which falls within a VALID CLAIM of patent licensed to SENETEK pursuant to this AGREEMENT.

SUB-LICENSEES as used herein mean any third parties who may obtain a license from SENETEK to develop and/or commercially exploit any COMPOUND covered by a patent licensed to SENETEK pursuant to this AGREEMENT.

FIRST COMMERCIAL SALE as used herein means the first commercial sale of a PRODUCT to a third party made by either SENETEK or its AFFILIATES or SUB-LICENSEES.

NET SALES as used herein means the gross amount invoiced by SENETEK and its AFFILIATES to their customers including distributors and third parties for sales of PRODUCTS, less any normal trade discounts and credit notes issued in respect of returned PRODUCTS, any purchase, sales, import, or value added taxes, and charges in respect to carriage. For the purposes of royalty calculation due to the INSTITUTE from SENETEK all deductions will not exceed 10% (ten percent) of the gross sales. Should SENETEK sell PRODUCTS to an AFFILIATE (or vice-versa) which thereafter sell them to an unrelated third party, the sales between the AFFILIATE (or SENETEK) and the unrelated third party (and not the sales between SENETEK and its AFFILIATE) shall be considered NET SALES.


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VALID CLAIM as used herein means any claim of an issued and un-expired patent or a claim of a pending patent application licensed to SENETEK pursuant to this AGREEMENT which has not been held un-patentable, invalid or unenforceable by a court or other government agency of competent jurisdiction and has not been admitted to be invalid or unenforceable through reissue, re-examination, disclaimer or otherwise; provided, however, that if the holding of such court or agency is later reversed by a court or agency with overriding authority, the claim shall be reinstated as a VALID CLAIM after the date of such reversal.

EFFECTIVE DATE as used herein shall mean the date of the last signature of this AGREEMENT by the PARTIES. All plurals may be read in the singular and vice versa. The headings are inserted for convenience only and shall be ignored in construing this AGREEMENT. ARTICLE 2 - SCOPE OF THE AGREEMENT

2.1 Subject to the terms and conditions of this AGREEMENT, SENETEK shall from time to time, as provided in Article 3 below, obtain from the INSTITUTE such of the COMPOUNDS (which are covered by the PATENT APPLICATION PCT/CZ02/00045, PATENT APPLICATION PCT/CZ03/00078, or NEW PATENT APPLICATIONS, or INSTITUTE PATENTS, or the SENETEK PATENTS, or unpatented) as SENETEK may designate. 2.2 During the term of this AGREEMENT SENETEK will screen and conduct TESTING of these COMPOUNDS with initial focus on skin models and otherwise for their anti-senescence activity and toxicity.

2.3 If SENETEK finds the TESTED COMPOUNDS of interest and wishes to exploit them commercially, SENETEK and INSTITUTE will negotiate and sign license agreement, as defined in Article 3.5 hereof.

2.4 SENETEK will pay royalty related to the NET SALES of PRODUCTS to INSTITUTE as set in the ANNEX 1 - License Agreement Term Sheet attached to this AGREEMENT.

ARTICLE 3 DUTIES OF THE PARTIES

3.1 Promptly after the EFFECTIVE DATE, and thereafter at least once every calendar year, the INSTITUTE shall provide SENETEK with a complete listing and description of all COMPOUNDS developed, in licensed or otherwise acquired by the INSTITUTE, which are covered by the PATENT APPLICATION PCT/CZ02/00045, PATENT APPLICATION PCT/CZ03/00078, NEW PATENT APPLICATIONS, the INSTITUTE PATENTS, the SENETEK PATENTS, or unpatented, together with all chemical and biological information in its possession with respect to such COMPOUNDS and specifying those COMPOUNDS which are covered by the INSTITUTE PATENTS.

6 3.2 Not later than two (2) weeks after delivery of such information by the INSTITUTE, SENETEK will select and advise the INSTITUTE, in writing, of those COMPOUNDS on which it wishes to conduct TESTING at that time. Notwithstanding the foregoing, as regards COMPOUNDS which the INSTITUTE' s listing under Article 3.1 specifies are covered by the INSTITUTE PATENTS, if SENETEK does not give the INSTITUTE written advice that it wishes to conduct TESTING of any such COMPOUND within four (4) months after it receives the listing provided for in Article 3.1, SENETEK shall be considered to have waived its rights to such COMPOUND for all purposes of this AGREEMENT and the INSTITUTE shall be free to commercialize such COMPOUND itself or enter into an evaluation agreement or license or other agreement with respect thereto with any third party on such terms as it may determine in its sole discretion, subject, however, to SENETEK' s rights under the SENETEK PATENTS as regards commercialization of any COMPOUND or method covered thereby, provided, however, that before INSTITUTE shall enter into an evaluation agreement or license or other agreement with any third party, INSTITUTE shall give notice to SENETEK of the terms on which it proposes to enter into such evaluation agreement or license or other agreement and SENETEK shall have thirty (30) days to enter into such agreement with INSTITUTE on the same terms, providing these terms are not worse for the INSTITUTE than the terms in the LICENSE AGREEMENT TERM SHEET hereof, in which case the terms of the LICENSE AGREEMENT TERM SHEET will be used. 3.3 The INSTITUTE shall within two (2) weeks of receipt of each advice of SENETEK specifying selected COMPOUNDS it then wishes to test, deliver the selected COMPOUNDS to SENETEK in a quantity of at least 100 mg each.

3.4 If practicable, not later than nine (9) months after each delivery by the INSTITUTE of the listin ...