EXHIBIT 10.1
AMENDMENT NO. 1 TO LICENSE AGREEMENT
This AMENDMENT NO. 1 TO LICENSE AGREEMENT ("Amendment") is made as of
August 1, 2002 among Somanetics Corporation, a Michigan corporation
("Somanetics"), CorRestore, LLC, a California limited liability company
("CorRestore"), Xxxxxxxxxxx X. Xxxxxxxxxxxx, M.D., one of the two members of
CorRestore ("Xx. Xxxxxxxxxxxx"), and Xxxxxx X. Xxxxxxxx, M.D., one of the two
members of CorRestore ("Xx. Xxxxxxxx"). Xx. Xxxxxxxx and Xx. Xxxxxxxxxxxx are
sometimes collectively referred to in this Amendment as the "Members" and
individually as a "Member".
R E C I T A L S
A. Somanetics, CorRestore and the Members have entered into a License
Agreement, dated as of June 2, 2002 (the "Agreement"). Capitalized terms used in
this Amendment and defined in the Agreement, but not defined in this Amendment,
have the meanings given them in the Agreement.
B. Somanetics, CorRestore and the Members desire (1) to amend Section
1.11.2 of the Agreement to extend from 24 months after the date of the Agreement
to 48 months after the date of the Agreement, the period within which if a
Transaction is consummated and Somanetics shareholders receive less than $10.00
a share, CorRestore and the Members may terminate the Licenses, and (2) to
provide notice pursuant to Section 3.1 of the Agreement that the Licenses remain
exclusive notwithstanding any past, present or future failure by Somanetics to
meet the deadline in the third sentence of Section 3.1 of the Agreement.
THEREFORE, for and in consideration of the mutual covenants and
obligations described below, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. CorRestore's Termination in Connection with a Transaction. Section 1.11.2 of
the Agreement is amended effective as of June 1, 2002 by replacing the phrase
"within 24 months after the date of this Agreement" in clause (1) of Section
1.11.2 with the phrase "within 48 months after the date of this Agreement."
2. Project Schedule. CorRestore hereby notifies Somanetics in writing pursuant
to Section 3.1 of the Agreement that the Licenses remain exclusive with respect
to the applicable Products notwithstanding any past, present or future failure
by Somanetics to meet the deadline in the third sentence of Section 3.1 of the
Agreement.
3. No Other Change; Ratification. Except as modified by this Amendment, the
Agreement shall continue in full force according to its terms and is hereby
ratified.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date set forth in the introductory paragraph of this Amendment.
CORRESTORE: CORRESTORE, LLC
By: /s/ Xx. Xxxxxx X. Xxxxxxxx
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Its: President
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THE MEMBERS: /s/ Xx. Xxxxxxxxxxx X. Xxxxxxxxxxxx
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Xx. Xxxxxxxxxxx X. Xxxxxxxxxxxx
/s/ Xx. Xxxxxx X. Xxxxxxxx
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Xx. Xxxxxx X. Xxxxxxxx
SOMANETICS: SOMANETICS CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Its: President and CEO
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