AMENDMENT NO. 1
TO LICENSE AND TECHNICAL ASSISTANCE AGREEMENT
This Amendment No. 1 to License and Technical Assistance Agreement (the
"Amendment") is made as of March 22, 2002 between XXXXX, INC., a Delaware
corporation with principal offices at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxx, XX
00000 ("XxXxx") and OPTICNET, INC., a Delaware corporation with offices at Xxx
Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000 ("OpticNet").
RECITALS:
X. XxXxx and OpticNet are parties to a License and Technical Assistance
Agreement dated as of October 6, 2000 ("Agreement").
B. The parties desire to amend that Agreement in various respects.
AGREEMENT:
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. Section 10.4. Section 10.4 of the Agreement is hereby amended and
restated in its entirety to read as follows:
10.4 Effect of Termination.
In addition to provisions that by their terms survive
expiration or termination, the following provisions shall
survive the expiration or termination of this Agreement:
Sections 2.3, 3, 4.2, 4.3, 5, 6, 7, 8, 9, 10, and 11. The
perpetual license granted to OpticNet in Section 4.1 shall
survive expiration or termination of this Agreement for any
reason. In addition, all remedies for any breaches hereunder
will also survive. Each party will promptly return all
Proprietary Information of the other (and all copies and
abstracts thereof, except to the extent necessary to continue
to exercise the licenses hereunder and except that one (1)
copy may be retained and shall be kept in its legal archives
for legal record keeping purposes only) that it is not
entitled to under the surviving terms of this Agreement.
2. Section 10.5. Section 10.5(a) of the Agreement is hereby amended and
restated in its entirety to read as follows:
10.5 Licenses Upon Termination.
(a) Upon termination of this Agreement by OpticNet pursuant to
Section 10.2(a) above OpticNet shall have the right, without
payment of royalties to
1.
XxXxx, to sublicense the XxXxx Technology to third parties to
continue the Project and the development of the Fabricated
Designs and OpticNet Products on behalf of OpticNet (provided
that such third party is bound to Section 7).
3. Continuation. Except as expressly amended herein, the Agreement
shall remain and continue in full force and effect.
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first set forth above.
OPTICNET, INC. XXXXX, INC.
By: /s/ Xxxx Wrench By: /s/ Xxxxxx X. Xxxx
Its: Chief Financial Officer Its: Secretary and Treasurer
2.
