Unassociated Document


     

    EXHIBIT
10.1

     

    
      ONCOVISTA
INNOVATIVE THERAPIES, INC.

      ONCOVISTA,
INC.

      14785
Omicron Drive, Suite 104

      San
Antonio, Texas  78245

       

       

      January
15, 2010

       

      
        	
                To
      the holders (the “Holders”) of the
      Secured Promissory Notes, dated January 15, 2009 (the “Notes”), by OncoVista
      Innovative Therapies, Inc., a Nevada corporation (“OIT”), and OncoVista,
      Inc., a Delaware corporation (“OncoVista”, and,
      together with OIT, the “Company”), due on
      January 15, 2010 and the holders of the Warrants for the Purchase of
      Securities, dated January 15, 2009 (the “Warrants”), issued by
      OIT

              	 
      


      

       

      Ladies
and Gentlemen:

       

      Reference is made to the Notes and the
Warrants.

       

      For good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Holders and
the Company hereby agree as follows:

       

      
        	
              	
                i. 

              	
                Notes  Amendments.

              


      

       

      
        	
                 
      

              	
                a.

              	
                Except
      as otherwise expressly provided herein, the Notes shall continue in full
      force and effect;

              


      

       

      
        	
                 
      

              	
                b.

              	
                The
      definition of “Maturity Date” set forth in Section 1 of the Notes is
      hereby amended to be and read in its entirety as
  follows:

              


      

       

      “Maturity Date means the
earlier of (i) July 15, 2010, (ii) the date upon which the Company consummates a
Qualified Financing and (iii) the acceleration of the maturity of the Note in
accordance with Section
2(b).”

       

      
        	
                 
      

              	
                c.

              	
                The
      definition of “Qualified
      Financing” set forth in Section 1 of the Notes is hereby amended to
      be and read in its entirety as
follows:

              


      

       

       “Qualified Financing means one
or more financings, whether in the form of equity securities, Indebtedness,
derivative securities, or otherwise, the aggregate gross proceeds of which equal
or exceed $3,000,000.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                d.

              	
                Section
      2(b) of the Notes is hereby amended to be and read in its entirety as
      follows:

              


      

       

      Interest
Rate.  Subject to Section 2(c) hereof, Interest, during the
period from the Issue Date through the Maturity Date, shall accrue on the
Principal of the Note at a rate equal to 12.0% per annum (“Initial Interest
Rate”).  Interest shall be computed on the basis of a 360-day
year applied to actual days elapsed.  Notwithstanding the foregoing
anything in this Note to the contrary, upon the occurrence, and during the
continuation, of an Event of Default, the Initial Interest Rate shall be
increased by 6.0% per annum to 18.0% per annum and shall be payable by the
Holders on demand.

       

      
        	
                 
      

              	
                e.

              	
                Sections
      19 through 31 of the Notes are hereby incorporated herein as if set forth
      herein verbatim.

              


      

       

      
        	
                
                

              	
                ii. 

              	
                Warrant  Amendments.

              


      

       

      
        	
                 
      

              	
                a.

              	
                Except
      as otherwise expressly provided herein, the Warrants shall continue in
      full force and effect;

              


      

       

      
        	
                 
      

              	
                b.

              	
                The
      first sentence of the initial paragraph of the Warrants is hereby amended
      to provide for an Exercise Period ending on July 15,
  2014:

              


      

       

      
        	
                 
      

              	
                c.

              	
                The
      last sentence of the initial paragraph of the Warrants is hereby amended
      to be and read in its entirety as
follows:

              


      

       

      In the
event that no Qualified Financing shall be consummated by the Company prior to
the expiration of the Exercise Period, this Warrant shall be exercisable for up
to 750,000 shares of common stock, par value $0.001 per share (the “Common Stock”) at an exercise
price of $0.10 per share (subject to the aforementioned adjustments specified
herein).

       

      
        	
                 
      

              	
                d.

              	
                Sections
      13 through 19 of the Warrants are hereby incorporated herein as if set
      forth herein verbatim.

              


      

       

       

      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK;

      SIGNATURE
PAGES FOLLOWS]

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first
above-written:

       

      OncoVista
Innovative Therapies, Inc.

       

       

      By: 
/s/ Alexander L. Weis

        
          

        

      

      Name:
Alexander L. Weis, Ph.D.

      Title:
Chairman of the Board of Directors, President, 

                 
and Chief Executive Officer

       

       

      OncoVista,
Inc.

       

       

      By: 
/s/ Alexander L. Weis

        
          

        

      

      Name:
Alexander L. Weis

      Title: 
Chairman of the Board of Directors, President,

                  
and Chief Executive Officer

       

       

      BioMarkers
LLC

       

       

      By: 
/s/ Andras Koser

        
          

        

      

      Name:
Andras Koser, MD.

      Title: 
Managing Partner

       

       

      WEXFORD
SPECTRUM TRADING LIMITED

       

       

      BY: 
/s/ Arthur Amron

        
          

        

      

      Name:
Arthur Amron

      Title: 
Vice President and Assistant Secretary

       

       

       

      /s/
John Wenner  

        
          

        

      

      John
Wenner