**Exhibit10.50.1**

 

April 28th, 2005

 

PERSONAL AND CONFIDENTIAL

 

Mr. William Caldwell

Chief Executive Officer

ACT Holdings, Inc.

381 Plantation Street, Biotech V

Worcester, MA 01605

 

Dear Mr. Caldwell:

 

This letter agreement amends the letter agreementdated as of December 31st, 2004 between Price Consulting LLC and ACTHoldings, Inc. This letter agreement confirms the engagement of PriceConsulting LLC (dba as “Green Mountain Finance”) by ACT Holdings, Inc.(together with its subsidiaries, affiliates, the “Company”) to act as afinancial and strategic consultant to the Company in connection with (i) **Financings**defined as the raising ofcapital from outside investors, foundations, or state and local governments inexchange for equity or debt securities to be issued by the Company or specificresearch commitments by the Company in the case of a grant; (ii) **Mergers and Acquisitions**defined as thepossible investment, acquisition or other effort by the Company to obtain amaterial ownership stake of a material portion of the assets or securities ofone or more potential candidates; and (iii) **StrategicPartnerships and Collaborations**defined as the forming of agreementsand alliances with industry partners to further the scientific research andbusiness goals of the Company.

 

*Services.* Green Mountain Finance will assist the Company inthe following: (i) strategic planning for financings, mergers and acquisitions,and strategic partnerships and collaborations; (ii) executing the Company’sstrategic plan in each of the three forementioned categories, includingcontacting potential candidates on behalf of the Company for each category andfacilitating discussions between such candidates and the Company; (iii)providing financial advice and assistance in structuring and closing anypotential transaction with a candidate, which may involve, to the extentrequested by you and appropriate for any transaction, advice and assistance inconnection with defining strategic and financial objectives, reviewing duediligence information and advising in negotiations of the terms and structureof any transaction; and (iv) furthering any and all of the Company’s scientificresearch and business goals.

 

*Term and Option for Employment**.* This engagement will commence on the date of thisletter agreement for a total term of four years (initial term of one year with3 automatic renewals on the anniversary date of this

 

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letter agreement unless otherwise terminated) orterminate 30 days from the date on which either party receives written noticefrom the other party of termination of this engagement for any reason.

 

Inthe event the Company terminates this engagement after a “Change of Control,”as defined in the Company’s Stock Option Plan, then Green Mountain Financeshall receive compensation including a $50,000 Change of Control fee to be paidin cash and the immediate vesting of 100% of any unvested options previouslygranted to Green Mountain Finance.

 

TheCompany reserves and Green Mountain Finance grants an Option during the term ofthis agreement for the Company to concurrently cancel this agreement and enterinto an employment agreement with the principal of Green Mountain Finance,Stephen Price, on similar terms and conditions with respect to services andcompensation as described in this letter agreement. Notwithstanding theforegoing, the Company agrees that the provisions relating to the payment offees, reimbursement of expenses, indemnification and contribution,confidentiality and waiver of the right to trial by jury will survive any suchtermination.

 

*Compensation**.* In connection withthis engagement, the Company agrees to pay Green Mountain Finance compensationincluding (a) a monthly retainer fee of $12,500.00 per month or $37,500 perquarter, with the initial quarter (May, June and July) payable in cash uponexecution of this letter agreement and subsequent monthly payments at thebeginning of each subsequent month (August) for the term of the agreement, and(b) as described in the prior letter agreement dated December 31, 2004 stockcompensation whereby the Company will grant stock options or warrants to GreenMountain Finance or Stephen Price (the principal of Green Mountain Finance)consisting of an initial fully-vested grant of stock options or warrants topurchase 40,000 shares of common stock of the Company at an exercise price of$0.25 per share and an additional grant of stock options to purchase 400,000shares of common stock of the Company with an exercise price, vesting periods,and other terms similar to those of employee stock options granted to ACTemployees and described in a separate stock option agreement.

 

In addition and as an incentive to meet certaingoals, the Company agrees to award Green Mountain Finance certain cash bonusesand accelerated vesting of stock options outlined as follows.

 

1)              Upon the Companyraising total capital in the amount of $10 million subsequent to the close ofthe Series A Round (and not including the Series A), then Green MountainFinance shall receive a cash bonus of $50,000 and an immediate vesting ofpreviously granted (but not yet vested stock options) to purchase 75,000 sharesof common stock of the Company.

 

2)              Upon the Companyraising total capital in the amount of $50 million subsequent to the close ofthe Series A Round, then Green Mountain Finance shall receive a cash bonus of$125,000 and an immediate vesting of previously granted (but not yet vestedstock options) to purchase 125,000 shares of common stock of the Company.

 

3)              Upon the Companyraising total capital in the amount of $100 million subsequent to the close ofthe Series A Round, then Green Mountain Finance shall receive a cash bonus of$125,000 and an immediate vesting of previously granted (but not yet vestedstock options) to purchase 125,000 shares of common stock of the Company.

 

Anyother awards of cash bonuses or accelerated vesting to Green Mountain Financenot described in this letter agreement will be at the sole discretion of theCompany.

 

TheCompany also agrees to periodically reimburse Green Mountain Finance promptlywhen invoiced for all of its reasonable out-of-pocket expenses in connectionwith the performance of its services hereunder. Such

 

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expenses may include re-imbursement for healthinsurance, office and administrative support, and travel related expenses. Upontermination of this letter agreement or completion of a Transaction, theCompany agrees to pay promptly in cash any unreimbursed expenses that haveaccrued as of such date.

 

*Indemnification**.* The Company agrees to indemnify and hold harmlessGreen Mountain Finance and its officers and employees (each such person,including Green Mountain Finance, an “Indemnified Party”) to the extent fullypermitted by law from and against any losses, claims, damages, expenses, andliabilities, joint or several (collectively, the “Damages”), to which suchIndemnified Party may become subject in connection with or otherwise relatingto or arising from any transaction contemplated by this letter agreement or theengagement of or performance of services by an Indemnified Party hereunder, andwill reimburse each Indemnified Party for all fees and expenses (including thefees and expenses of counsel) (collectively, “Expenses”) as incurred inconnection with investigating, preparing, pursuing or defending any threatenedor pending claim, action, proceeding or investigation (collectively, the “Proceedings”)arising therefrom, whether or not such Indemnified Party is a formal party tosuch Proceeding; provided, that the Company will not be liable to any suchIndemnified Party to the extent that any Damages are found in a finalnon-appealable judgment by a court of competent jurisdiction to have resultedsolely from the gross negligence or willful misconduct of the Indemnified Partyseeking indemnification hereunder. This provision will survive the modificationor termination of this letter agreement.

 

*Independent Contractor**.* The Company acknowledges that in performing itsservices, Green Mountain Finance is acting as an independent contractor withduties owing solely to the Company.

 

*Confidentiality**.* The Company further acknowledges that any service,information or advice, provided by Green Mountain Finance to the Company inconnection with this engagement is for the confidential use of the Company andmay not be disclosed or referred to publicly or to any third party, without ourprior written consent, which consent will not be unreasonably withheld. GreenMountain Finance will treat confidentially any material non-public informationrelating to the Company provided by the Company to Green Mountain Financeduring this engagement, except as (a) required in order to perform our servicesunder this engagement, including disclosing such information to its officers,employees, agents and other representatives as necessary, (b) such informationbecomes publicly available other than by disclosure by Green Mountain Financein violation of the terms hereof or (c) otherwise required by law or judicialor regulatory process.

 

*Miscellaneous**.* This letter agreement will be governed by andconstrued in accordance with the laws of the State of Vermont applicable toagreements made and to be fully performed therein.

 

Each of the Company and Green Mountain Financehereby waives any right it may have to a trial by jury in respect of any claimbrought by or on behalf of either party based upon, arising out of or inconnection with this letter agreement, our engagement hereunder or thetransactions contemplated hereby.

 

This letter agreement may not be amended ormodified except in writing signed by the Company and Green Mountain Finance andmay be executed in two or more counterparts, each of which will be deemed to bean original, but all of which will constitute one and the same agreement. All rights,liabilities and obligations hereunder will be binding upon and inure to thebenefit of the Company, Green Mountain Finance, each Indemnified Party andtheir respective successors and assigns.

 

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Please confirm our mutual understanding of thisengagement by signing and returning to me the enclosed duplicate copy of thisletter agreement. I am pleased that you have engaged me to act as yourfinancial and strategic consultant and am looking forward to working with youon this assignment.

 
|   | Very  truly yours,                                     |
|--------|--------------------------------------------------------|
|   |                                                   |
|   | **Price  Consulting LLC (dba Green Mountain Finance)** |
|   | ** **                                             |
|   | ** **                                             |
|   | By:                                                    | /s/ Stephen Price |   |
|   |                                                   | Stephen Price |   |
|   |                                                   | *Managing Director* |   |

 

 

Agreed to and accepted as

of the above date.

 
| **ACT Holdings, Inc.** |
|------------------------|
|                   |
|                   |
| By:                    | /s/  William Caldwell |   |
|                   | William  Caldwell |
| * *               | *Chief  Executive Officer* |

 

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