AMENDMENT TO PATENT LICENSE AGREEMENT
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WHEREAS, Lucent Technologies, Inc., a Delaware corporation ("Lucent"), with
offices at 000 Xxxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000, is a successor
in interest to the April 1, 1994 Patent License Agreement ("Agreement")
between American Telephone and Telegraph Company ("AT&T") and Cell Robotics,
Inc., a New Mexico corporation ("Cell Robotics"), with offices at 0000
Xxxxxxxxx Xxxxxxx, XX, Xxxxxxxxxxx, Xxx Xxxxxx 00000; and
WHEREAS, Under the Agreement, royalties are payable by Cell Robotics to Lucent
Technologies, Inc.; and
WHEREAS, Cell Robotics has not paid the minimum amounts as specified in the
Agreement.
NOW THEREFORE, Lucent and Cell Robotics agree that the Agreement be amended as
follows:
In the Table of Contents, Delete "1.06 Infringement Actions"
Delete Section 1.01(a) and substitute:
--(a) LUCENT grants to the CORPORATION under LUCENT's PATENT
personal, nonexclusive and non-transferable licenses to make, have
made, use, lease, sell and import products of the following kind: --
Add the following Section 1.01(d):
In 1996, AT&T restructured itself to conduct its business in the
form of three separate legal entities. One of these legal entities
is Lucent, which conducts a business which was once part of AT&T.
Lucent and Cell Robotics agree that Lucent and Cell Robotics have
the same licenses and rights (and any corresponding obligations)
after the restructuring of AT&T that they each had before the
restructuring; i.e., Lucent has the same rights and obligations as
specified for AT&T in this Agreement.
Change "AT&T" to -LUCENT- throughout the Agreement.
Delete Section 1.01(c)
Delete Section 1.06
In Section 2.01(a):
first line, delete "Subject to Section 2.01(b) and Section 2.01(c),
royalty" and substitute -Royalty-
second line: change five percent (5%) to -seven percent (7%)-
Delete Section 2.01(b) and substitute:
2.01(b) Notwithstanding Section 2.01(a), beginning with the year
1999, the minimum royalty payable each year is thirty-five thousand
dollars (US $35,000.00) payable as follows: seventeen thousand five
hundred dollars (US $17,500.00) sixty (60) days after the end of
each semiannual period ending on June 30th and December 31st.
Delete Sections 2.01(c) and (d).
Delete the footnotes on Page 3.
In Section 2.05(a), second line, change "April 30th or October 31st,
commencing with the semiannual period ending on October 31, 1994" to -June
30th or December 31st-;
In Section 2.05(a), eighth line, subparagraph (iii), delete "without
regard to the minimum payment amounts specified in Section 2.01(b)."
Delete Section 2.05(b) and substitute:
(b) Within such sixty (60) days the CORPORATION shall pay in United
States dollars to LUCENT at the address specified in Section 4.03
the royalties payable in accordance with such statement. Any
conversion to United States dollars shall be at the prevailing rate
for bank cable transfers as quoted for the last day of such
semiannual period by leading United States banks in New York City
dealing in the foreign exchange market.
Change Section "3.01(a)" to -Section 3.01-
Delete Section 3.01(b)
Delete Section 4.02(d)
Section 4.06, first line, change "General Definitions Appendix" to
-Appendices-
Section 4.07(b), third line, change "sublicenses" to -rights-
2. Upon execution of this Amendment, Cell Robotics agrees to pay fifty
thousand dollars (US $50,000.00) in lieu of all payments due for 1997 and the
first half of 1998. For the second half of 1998, Cell Robotics agrees to pay,
not later than December 31st, 1998, fifty thousand dollars (US $50,000.00) or
the royalty due pursuant to Section 2.01, whichever is greater.
3. The address for Lucent set out in Section 4.03(a) shall be replaced with
the following address: Contract Administrator, Intellectual Property
Division, Lucent Technologies, Inc., 00000 Xxxxxxxxx 00xx Xxxxxx, Xxxxx Xxxxx,
Xxxxxxx 00000, Xxxxxx Xxxxxx of America.
4. The bank account information in Section 4.03(b) shall be replaced with
the following information: Lucent Technologies Licensing, Account No. 910-2-
568475, ABA Code: 000000000, at Chase Manhattan Bank, N.A., 00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx of America.
5. All other provisions of the Agreement remain in full force and effect.
Accepted and Agreed:
LUCENT TECHNOLOGIES, INC.
By:
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X. X. Xxxxxx
Title:
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Vice President - Intellectual Property
Date:
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CELL ROBOTICS, INC.
By:
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Title:
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Date:
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THIS AGREEMENT DOES NOT BIND OR OBLIGATE EITHER PARTY
IN ANY MANNER UNLESS DULY EXECUTED BY AUTHORIZED
REPRESENTATIVES OF BOTH PARTIES
