Contract
Exhibit
10.22
Amendment
No. 5 dated as of June 30, 2008 to Sub-License, Development and Technology
Transfer Agreement dated May 1, 2005, as amended by Amendment No. 1 dated July
13, 2006, Amendment No. 2 dated April 1, 2007, Amendment No. 3 dated September
18, 2007, and Amendment No. 4 dated January 15, 2008 (as so amended, the
“Sub-License Agreement”) between Sea Change Group, LLC, a New York limited
liability company (“Licensor”) and Innopump, Inc., a Nevada corporation
(“Licensee”).
RECITALS
Licensee
and Licensor, having entered into the Sub-License Agreement, now wish to
amend
certain provisions of the Sub-License Agreement regarding the due dates and
amount of payments to be made by Licensee to Licensor pursuant to the provisions
of the Sub-License Agreement.
NOW
THEREFORE, in consideration of the premises, the parties hereto agree as
follows:
1.
Change
in Installment Payments. Paragraph 4 of the Sub-License Agreement is hereby
amended
as to Subparagraphs 4.2 of Amendment No. 4 as follows:
4.2
Four
Hundred Fifty Thousand Dollars ($450,000) on July 1, 2009; and
4.3
Deleted in its entirety.
2.
Royalty Waiver and Extension. The total royalty due to Sea Change Group in
accordance with Paragraph 5.2 of the Sub-License Agreement as of June 30, 2008
in the aggregate of $140,536 will be deferred to be due on July 1, 2009.
Royalties will continue until such time that the revenues as stated are
received. Additional royalties earned from July 1, 2008 through June 30, 2009
shall be accrued but deferred to be due on July 1, 2009. No interest shall
be
due or payable in regard to past due royalties.
3.
Effect
of Amendment. Except as amended hereby, the Sub-License Agreement shall remain
unmodified and in full force and effect, and is ratified and confirmed in all
respects.
4.
Entire
Agreement. This Amendment together with the Sub-License Agreement constitute
the
full and entire understanding and agreement between Licensor and Licensee with
regard to the subjects set forth in the Sub-License Agreement.
5.
Headings. The headings contained in this Amendment are for convenience of
reference only
and
are not to be given any legal effect and shall not affect the meaning or
interpretation
of this Amendment.
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
written
above.
SEA
CHANGE GROUP, LLC
By:/s/
Xxxxxxxx
Xxxxxxxxx
Name:
Xxxxxxxx Xxxxxxxxx
Title:
Managing Member
