Amendment No. 1 to Patent and Technology License Agreement
This Amendment No. 1 to Patent and Technology License Agreement (
"Amendment No. 1") is entered into as of May 5, 2004, (the "Amendment Effective
Date") by and between Shocking Technologies, Inc., a Delaware corporation with
principle offices at 0000 Xxxxxxx Xxxx Xxxxxxx, Xxx Xxxx, XX 00000 ("STI"); Oryx
Technology Corp., a Delaware corporation with principle offices at 0000 Xxxxxxx
Xxxxxxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000 ("Oryx") and SurgX Corporation., a
wholly owned subsidiary of Oryx with principle offices at 0000 Xxxxxxx
Xxxxxxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000 ("SurgX" together with Oryx,
collectively the "Licensor").
WHEREAS, Licensor and STI are parties to that certain Patent and
Technology License Agreement dated May 5, 2004 ("Agreement"); and
WHEREAS, pursuant to Section 3.1 of the Agreement, STI was to remit to
Licensor an Initial Fee upon the earlier of either (i) six (6) months after the
Effective Date of the Agreement or (ii) within thirty (30) days of STI receiving
its first round of financing ("Initial Fee Payment Date");.
WHEREAS, the parties desire to amend the Initial Fee Payment Date to
permit the Agreement to otherwise remain in full force and effect as currently
drafted;
NOW THEREFORE, the parties hereto, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to
be legally bound hereby, agree as follows: 1. Definitions. Except as otherwise
defined herein, all capitalized terms used in this Amendment No. 1 shall have
the respective meaning assigned to such terms in the Agreement.
2. Section 3.1 Initial Fee. Section 3.1 of the Agreement is hereby amended by
deleting the provisions thereof in their entirety and by inserting the
following:
"For the Initial Period, STI will pay to Licensor a one-time
initial fee of fifty thousand dollars ($50,000.00) ("Initial Fee") upon the
earlier of either (i) nine (9) months after the Effective Date or (ii) within
thirty (30) days of STI receiving its first round of financing."
3. No Other Amendments. Except as set forth under Section 2 of this
Amendment No. 1, no other terms of the Agreement are amended and all such terms
shall remain in full force and effect as currently set forth in the Agreement.
[remainder of page left intentionally blank, signature blocks appear on the
following page]
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized representatives to execute this effective as of the Amendment
Effective Date.
---------------------------------------- ---------------------------------------
Shocking Technologies, Inc. SurgX Corporation
---------------------------------------- ---------------------------------------
By: /s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------------- ---------------------------------------
Name: Xxx Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx
---------------------------------------- ---------------------------------------
Title: President & CEO Title: President & CEO
---------------------------------------- ---------------------------------------
Date: 11/02/04 Date: 11/01/04
---------------------------------------- ---------------------------------------
Oryx Technology Corp.
---------------------------------------- ---------------------------------------
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------------- ---------------------------------------
Name: Xxxxxx X. Xxxxxxxx
---------------------------------------- ---------------------------------------
Title: President & CEO
Date: 11/01/04
---------------------------------------- ---------------------------------------
