AMENDMENT TO SUBLICENSE AGREEMENT
Exhibit 10.20
AMENDMENT
TO SUBLICENSE AGREEMENT
This
Amendment (“Amendment”) to the
Sublicense Agreement dated as of August 2, 2007 (the
“Agreement”) by and among
Endra, Inc., a Delaware corporation (“Endra”), and Optosonics,
Inc. (“Optosonics”) is entered
into on this 18th day of January, 2011 (the “Amendment Effective
Date”). For purposes hereof, all capitalized terms
used herein but not defined herein shall have the meanings given to
them in the Agreement.
Pursuant to Section
15.4 of the Agreement, Endra and Optosonics hereby agree as
follows:
1. Section
3 .6.3(iii) of the Agreement is hereby deleted and replaced in its
entirety as follows:
“(iii) The
diligence requirement will likewise be satisfied if Endra makes a
commercial sale of any Product to any third party no later than
forty-five (45) months from the Effective Date (the
“Commercialization
Date”); provided however that Endra may, in its sole
discretion, extend the Commercialization Date on a month-by-month
basis for up to 9 months beyond the forty-five (45) month
anniversary of the Effective Date by paying to Optosonics $5,000
for each month that the Commercialization Date is so
extended.”
2. The
Agreement is hereby confirmed and continues in all respects expect
as set forth in Section 1 above. This Amendment shall not
constitute or imply a waiver of any rights or obligations under the
Agreement or an admission as to any facts related to the
Agreement.
3. Any
determination that any provision of this Amendment or any
application thereof is invalid, illegal, or unenforceable in any
respect in any instance shall not affect the validity, legality, or
enforceability of such provision in any other instance, or the
validity, legality, or enforceability of any other provision of
this Amendment.
4. No
modification, amendment or waiver of any provision of this
Amendment shall be effective unless executed in writing by Endra
and Optosonics.
5. All
rights and obligations hereunder, including matters of
construction, validity, and performance, shall be governed by and
construed in accordance with the internal laws of the Commonwealth
of Massachusetts and are intended to take effect as sealed
instruments.
6. This
Amendment may be executed simultaneously in two or more
counterparts, each of which shall be deemed an
original.
[Remainder
of Page Intentionally Blank.]
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IN
WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized representatives as of the
Amendment Effective Date.
ENDRA,
INC.
By: /s/
Xxxxxxx
Xxxxxxxx
Name:
Xxxxxxx Xxxxxxxx
Title:
Chief Operating Officer, ENDRA INC.
OPTOSONICS,
INC.
By: /s/
Xxxxxx
Xxxxxx
Name:
Xxxxxx Xxxxxx
Title:
President, OPTOSONICS, INC.
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