Exhibit 10.11
AMENDMENT OF LICENSE
Made and signed on August 8, 1992 in Ramat-Gan
Between: BAR ILAN UNIVERSITY
(hereinafter: "The University") on the one part
And: THE ISRAEL AIRCRAFT INDUSTRY LTD.
Registered Company No. 00-0000000
(hereinafter: "IAI") on the second part
And: MEDIS EL
Registered Company No. ______________
(hereinafter: "Medis El") on the third part
WHEREAS: On October 17, 1991 an agreement was signed between The University
and IAI regarding the project of Sitoscan (Seiscan) (hereinafter:
"The Original Agreement");
AND WHEREAS: the parties wish to make amendments and/or additional to the
Original Agreement;
THEREFORE IT WAS AGREED AND STIPULATED AS FOLLOWS:
1. IAI represents as follows:
Cellscan Diagnostics Inc. (hereinafter: "CDI") and IAI founded a
jointly-owned company by the name of Medis Inc. incorporated in the
United States; Medis Inc. founded Medis El Ltd., registered in Israel,
which is 100%-owned by Medis Inc.
2. The rights and obligations of IAI towards Bar-Ilan University were all
assigned to Medis El with the University's consent, and "Medis El" will
replace "IAI" or "the corporation" wherever these expressions appear in
the Original Agreement.
3. Medis Inc. undertook to invest the sum of $4.3 million in Medis El
during the years 1992-1994, with $1.0 million of said sum to be
invested in Medis El immediately upon the closing of the agreement, in
order to enable Medis El to meet all its obligations and to allow the
company to conduct its current operations.
4. A 5-member Board of Directors was appointed for Medis El. Mr. Moshe
Or-Tas was appointed as Chairman of the Board of Directors. Other
members on behalf of IAI are Mr. Shauel Faratz, Deputy General Manager
- Finance of IAI, and Xx. Xxxxxx Xxxxxx, Manager of Tamam.
Members on behalf of CDI are Xx. X. Xxxxxx, Xx. X. Xxxxxxxx and Xx.
Xxxx Xxxxx.
5. In accordance with the agreement, Medis El submitted an application for
grants and loans to the Investment Center under the Law for
Encouragement of Capital Investments, and
the application is being handled by the Investment Center. The
application was submitted in order to expand the company's capital
base.
6. CHANGE IN PERCENTAGE OF ROYALTIES/PROFITS (Clause 8.3)
We agree to add to the abovementioned Agreement the following change by
the addition of the following paragraph at the end of Clause 8.3 of the
Agreement.
"Notwithstanding the contents of Clauses 8.1 to 8.3 above, within
ninety days from the date on which the University serves a notice on
IAI or the Joint Venture in regard to its desire to start receiving
royalties on sales of Site-o-Scan in accordance with Clause 8.1, IAI or
the Joint Venture will be entitled to notify the University in writing
of its desire to revoke the provisions of Clause 8.3 of the Agreement.
Should IAI or the Corporation have given a notice of cancellation of
the provisions of Clause 8.3 of the Agreement within the aforesaid time
period, this clause will be null and void from that time onwards, but
the percentage royalties and the amounts to which the University will
be entitled under Clauses 8.2 and 8.4 of this Agreement, the due date
for payment of which to the University commences from the date of the
notice and onwards, will be altered to the following percentages:-
In Clause 8.2 the percentage of 5% will be changed to 6.5%, and the
figure of 3% will be changed to 4.5% while in Clause 8.4 the percentage
of 2% will be changed to 3.5%.
7. LEGAL CLAIMS
At the end of Clause 14.4 to the Original Agreement, the following
clause shall be added:
14.4.1. If IAI or the Joint Venture shall request, because of
legal requirements in any jurisdiction, that the
University become a party to any legal proceeding
based on a cause of action set out in Section 14.4 of
the Agreement, the University shall agree to such
request.
In any case in which the University shall be made a
party, either as plaintiff or as defendant, as set
out above, the additional pecuniary legal expenses
occasioned by its joinder tot he proceedings shall be
borne by IAI or the Corporation.
The results of the proceedings (as opposed to the
expenses of the proceedings as set out above) will be
subject to the precise wording of the provisions of
sections 14.3 and 14.4 of the Agreement.
In all other cases the expenses and results of any
proceeding shall be subject to the precise wording of
the provisions of Sections 14.3 and 14.4 of the
Agreement.
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8. INSURANCE DUE TO THE WARRANTY OF PRODUCT
A new paragraph 15, set out below, shall be added to the original
Agreement, and Sections 15-21 shall be renumbered 16-22.
15. IAI and/or the Corporation shall use their best efforts to
add the University, its researchers and its subsidiary
carrying out the research to the insurance policies insuring
Medis El Ltd. and/or IAI and/or the Joint Venture against
products liability respecting the "Sitoscan System," as
additional insureds under the policies enjoying the same
coverage, at no cost or expenses to said additional insureds,
provided that the additional cost of adding the said
additional insureds will not be material as a percentage of
the premium for insuring IAI and/or the Joint Venture and/or
Medis El. In all cases Medis El shall notify the University
and bring to its attention all the particulars connected with
the insurance as soon as it receives them and before signing
the insurance policies, and shall deliver copies of the
policies to the University.
9. RESPONSIBILITY CLAUSE
It is agreed that despite the assignment to Medis El of all IAI's
rights and obligations towards Bar-Ilan University, IAI shall remain
responsible for the obligations of Medis El to a maximum of 50% only,
and CDI company which is duly registered in the United States, and
which is controlled by Xx. X. Xxxxxx and Xx. X. Xxxxxxxx, shall also be
responsible for the obligations of Medis El to a maximum of 50%. CDI's
responsibility as set out above is corporate responsibility only, and
does not relate to any of its directors or shareholders. The
responsibilities of IAI and of CDI are not dependent one upon the
other.
10. Medis El Ltd. hereby confirms that it has taken upon itself all the
undertakings of the Aircraft Industry under the Original Agreement as
amended.
11. AUTHORITY
The undersigned of this document in the name of the parties to the
Agreement hereby declare that they are authorized to sign this document
and that their signatures obligate the bodies in whose name they have
signed.
12. In any event that there is non-suitability between the provisions of
this document and the provisions of the original agreement (License)
the provision of this document shall prevail.
CONFIRMED AND SIGNED BY THE PARTIES HERETO:
/s/ /s/
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Medis El Ltd. I.A.I - Israel Aircraft Industries
/s/
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Bar Ilan University
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BAR ILAN REQUESTS THE ADDITION TO THE ADDITION TO THE ORIGINAL AGREEMENT DATED
17.10.1993 BETWEEN IAI AND BAR-ILAN UNIVERSITY OF THE FOLLOWING THREE SECTIONS:
A good faith decision with respect to the following three sections will be made
not later than the end of November 1992, by Xx. Xxxxx, Xxxxxxxxx Xxxxxxxx and
Xx. Xxxxxx and their decision will bind all the parties:
1. All the rights that the University transferred to Medis El under the
Original Agreement will automatically terminate if Medis El enters
winding-up proceedings or receivership, or if a temporary or permanent
receiver or liquidator is appointed for it, or if it shall cease its
commercial activity or if the investment funds specified in the
agreement between IAI and CDI are not transferred to it on the dates
specified in said agreement.
2. The University shall have the right to rescind the Original Agreement
if it is breached by Medis El and if the breach is not cured within a
specified period of time (e.g. 60 days) after the day on which a
warning is given, and the rights will revert to Bar-Ilan without any
payment of any kind whatever, except for what already was determined in
that respect in Section 12.4 of the Original Agreement.
3. Medis El shall be prohibited from taking any action to interfere with
reversion of the rights to Bar-Ilan University in the event of
rescission of the agreement or its termination.
WE THE UNDERSIGNED, AGREE TO THE AFORESAID:
/s/ /s/
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Bar Ilan University I.A.I.
/s/ /s/ Xxxxxx X. Xxxxxx
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Medis El C.D.I. INC.
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