AMENDMENT NO. 1 TO LICENSING AGREEMENTS
This Amendment No.1 dated as of September 30, 1997 to those
certain Licensing Agreements (this "Amendment"), dated as of
March 31, 1995, by and between EMBRYO DEVELOPMENT CORPORATION, a
Delaware corporation (the "Company" or "Licensee"), and XXXXX X. XXXXX, M.D.
(the "Licensor").
W I T N E S S E T H :
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WHEREAS, the Company and the Licensor have entered into six (6) Licensing
Agreements, each dated as of March 31, 1995 (the "Licensing Agreements"),
whereby the Licensor has licensed the exclusive rights to develop,
manufacture and sell six (6) medical devices (including, the Multiple Cuff
Blood Pressure System; Adjustable Blood Pressure Cuff and Method
of Using Same; Adjustable Blood Pressure Cuff and Method of Measuring Blood
Pressure; Multi-Function Fluid Communication Control System and Fluid
Communication Manifold and Control System; SmartMonitor; and Stereoscopic
Fluoroscopy Apparatus and Method of Producing Stereoscopic X-Ray Images, the
"Inventions"); and
WHEREAS, the Company and the Licensor desire to amend the Licensing
Agreements to effect the changes provided for herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
1. Effective as of the date hereof, the Licensing Agreements are
hereby amended by extending the date upon which the first "Minimum Payment
Obligation," as that term is defined in the Licensing Agreements, to March 31,
1998.
2. In consideration for extending the date upon which the first
Minimum Payment Obligation is due, the Company hereby agrees to increase the
amount owed pursuant to such first Minimum Payment Obligation from $25,000
per Licensing Agreement to $ 27,500 per Licensing Agreement, for an aggregate
obligation of $165,000 which is due and payable to the Licensor on March 31,
1998.
3. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York, without regard to principles of
conflicts of law.
4. Except as otherwise specifically set forth herein, all of the terms
and provisions of the Licensing Agreements shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of
the day and year first above written.
EMBRYO DEVELOPMENT CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
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Name:Xxxxxxx Xxxxxxxx
Title:CEO
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, M.D.
