EXHIBIT 10.3
AMENDMENT 1
LICENSE AGREEMENT BETWEEN TENSIODYNE SCIENTIFIC CORPORATION
AND
THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA
AMENDMENT 1
LICENSE AGREEMENT BETWEEN
TENSIODYNE SCIENTIFIC CORPORATION
AND
THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA
This Amendment 1 ("AMENDMENT 1") to the License Agreement effective October 15,
1993 ("AGREEMENT") between Tensiodyne Scientific Corporation ("LICENSEE") and
the Trustees of the University of Pennsylvania ("PENN") is made between Material
Technology, Inc. ("MATECH") and PENN effective by the parties as of the date of
the last signature executing this AMENDMENT 1.
BACKGROUND
WHEREAS, MATECH, is a successor as of February 1994, to LICENSEE's business, and
therefore, is obligated to perform the obligations of LICENSEE under the
AGREEMENT, and this AMENDMENT 1 thereto.
NOW, THEREFORE, the parties agree as follows:
1. Unless otherwise defined in this Amendment 1, all capitalized terms shall
have the same meaning as set forth in the AGREEMENT.
2. The parties hereby agree that PENN, no later than thirty (30) days after
the date of the last signature executing this AMENDMENT 1, will be issued
shares of common stock in MATECH as will cause PENN to own shares of common
stock representing at least five percent (5%) of the outstanding shares of
capital stock of MATECH on a fully diluted basis subsequent to an additional
two million dollars of paid in capital invested in MATECH.
3. MATECH hereby represents and warrants that it is the lawful successor to
LICENSEE's rights and obligations under the AGREEMENT.
4. The parties hereby agree that Section 3.2 of the AGREEMENT is hereby
amended to obligate MATECH to pay to PENN a royalty of seven percent (7%) of
NET SALES.
5. Pursuant to Section 7.2 of the AGREEMENT, the parties hereby agree that,
LICENSEE will reimburse PENN, with funds from 30% of any equity investment,
debt, or any other capital with the exception of funds provided by any public
sector funding, (FUNDING) as set forth in paragraph 5 of REPAYMENT AGREEMENT,
for all documented attorney's fees, expenses, official fees and other charges
incident to the preparation, prosecution, licensing and maintenance of PENN
PATENT RIGHTS, including patents and patent applications in the United States
and in countries foreign to the United States on developments set forth in
foregoing Sections 4.2 of the
AGREEMENT. However, such remittance to PENN will be subsequent to the first
$150,000.00 of such FUNDING raised by LICENSEE after the date of the last
signature executing this AMENDMENT 1. The provisions of paragraph 6 of the
REPAYMENT AGREEMENT shall take precedence over the provisions of this paragraph
5.
6. LICENSEE will have the right to cause its patent counsel, providing that
such patent counsel is acceptable to PENN, to pursue work, at the sole cost of
LICENSEE, on the PENN PATENT RIGHTS.
7. Except as set forth in the foregoing provisions of this AMENDMENT 1, all of
the terms and conditions of the AGREEMENT shall apply, and such AGREEMENT, as
amended, shall remain in full force and effect.
IN WITNESS THEREOF, the parties have executed this AMENDMENT 1 through their
duly authorized representatives as set forth below, and this AMENDMENT 1 shall
be attached to, and shall become a part of, the AGREEMENT between the parties.
THE TRUSTEES OF THE
UNIVERSITY of PENNSYLVANIA MATERIAL TECHNOLOGY INC.
By: By:
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Name: Name:
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Title: Title:
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Date: Date:
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