FIRST AMENDMENT TO LICENSE AGREEMENT
Exhibit 10.8.4
FIRST AMENDMENT TO LICENSE AGREEMENT
This first Amendment effective as of this 6th day of November, 2013 (the “Amendment Date”) by and between NephroGenex, Inc., a Delaware corporation having its principal place of business at 0000 Xxxxxxx Xxxxx, Xxxxxx, XX, 00000 (“LICENSEE”) and Vanderbilt University, by and through its Center for Technology Transfer and Commercialization, having a principal place of business at 0000 00xx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (hereinafter referred to as “VANDERBILT”),
WHEREAS, LICENSEE and VANDERBILT have entered into a RESTATED and AMENDED LICENSE AGREEMENT effective as of July 1, 2012 (the “License Agreement”),
WHEREAS, LICENSEE and VANDERBILT have a desire to modify the License Agreement to clarify the definition of Licensed Product,
NOW, THEREFORE, in consideration of the mutual promises and other good and valuable consideration, LICENSEE and VANDERBILT hereto amend Section 1.6 as follows:
1.6 Licensed Product(s) shall mean any product or part thereof within the Field of Use, the manufacture, use, sale or importation of which would, but for the license granted in Section 2.1 hereof, infringe on an issued, unexpired claim or a pending claim contained in the Licensed Patent Rights in the country in which any such product or part thereof is made, used or sold, or made in accordance with or by means of process claimed in the Licensed Patent Rights.
Except as otherwise provided above in this First Amendment to the License Agreement, all other provisions, terms and conditions of the License Agreement shall remain unchanged.
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IN WITNESS WHEREOF, LICENSEE and VANDERBILT have executed this as of the date set forth in the first paragraph above.
NephroGenex, Inc. | |||||
Dated | 11/7/13 | /s/ J. Xxxxxx Xxx | |||
Xxx Xxx | |||||
President, Chief Scientific Officer and Director | |||||
Vanderbilt University | |||||
Dated | 11/7/13 | /s/Xxxx Xxxxxxx | |||
Name | Xxxx Xxxxxxx | ||||
Title | Asst. VC - Tech Transfer |