Amendment #3 to License Agreement 2003-03-0433
Amendment
#3
to
License
Agreement 0000-00-0000
This
amendment #3 ("Amendment #3") is made by and between Ocusense, Inc., a Delaware
corporation, having an address at 00000 Xxxx Xxxxx Xxxxx, Xxxxxx Xxxxx, Xxx
Xxxxx, Xx 00000 ("LICENSEE") and The Regents of The University of California,
a
California corporation having its statewide administrative offices at 0000
Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000 ("UNIVERSITY"), represented
by
its San Diego campus having an address at University of California, San Diego,
Technology Transfer &
Intellectual
Property Services, Mail-code 0910, 0000 Xxxxxx Xxxxx, Xx Xxxxx, Xxxxxxxxxx
00000-0000 ("UCSD").
This
Amendment #3 is effective on the date of the last signature ("Effective
Date").
RECITALS
WHEREAS,
LICENSEE and UNIVERSITY previously entered into License Agreement #0000-00-0000
("License") as of March 12, 2003 for the commercial development of UCSD
invention disclosure SD2002-180 titled, "Volume Independent Tear Film Osmometer"
("Invention"), have previously entered into Amendment No. 1 to the License
Agreement effective June 9, 2003, and have previously entered into Amendment
No.
2 to the License Agreement effective September 5, 2005;
WHEREAS,
LICENSEE has made successful progress to date in developing Invention for
commercial use and now contemplates a fund raising event to capitalize LICENSEE
with a total of $14,000,000.00 over three investments, by Occulogix, Inc. As
a
result of these investments, it is anticipated that Occulogix will become the
majority shareholder in LICENSEE with at least fifty percent (50.00%) of
LICENSEE's issued and outstanding shares of stock, also making Occulogix an
Affiliate under the License Agreement;
WHEREAS,
in its
efforts to satisfy Occulogix, Inc.'s due diligence in preparation for the above
mentioned series of investments in LICENSEE, LICENSEE has requested certain
revisions and/or clarifications to the License so as to facilitate LICENSEE's
establishment of meaningful distribution channels and strategic partnerships,
furthering the likelihood of realizing broad commercial markets for
Invention;
WHEREAS,
UNIVERSITY is desirous that LICENSEE achieve the broadest possible commercial
success with Invention and therefore UNIVERSITY is amenable to clarifying the
terms of LICENSEE's agreement via the following amendments to
License.
Therefore,
contingent on Occulogix providing a minimum of $3,000,000.00 in A round venture
financing to LICENSEE with a closing date not later than October 1, 2006, it
is
hereby agreed that:
1.
Change
Paragraph 3.3(a)(2) under Due Date from "March 31, 2007" to "December 31,
2008"
2.
Change
Paragraph 3.3(a)(3) under Due Date from "September 1, 2008" to "December 31,
2008".
3.
Change
Paragraph 10.3
From:
Assignability.
This
Agreement may be assigned by UNIVERSITY, but is personal to LICENSEE and
assignable
by LICENSEE only with the written consent of UNIVERSITY.
To:
Assignability.
This
Agreement may be assigned by UNIVERSITY, but is personal to LICENSEE and
assignable
by LICENSEE only with the written consent of UNIVERSITY, except that Agreement
may be assigned to Occulogix, Inc. without prior approval of UNIVERSITY.
IN
WITNESS WHEREOF,
both
UNNERSITY and LICENSEE have executed this Agreement, in duplicate originals,
by
their respective and duly authorized officers on the day and year
written.
OCUSENSE
INC. THE REGENTS OF THE
UNIVERSITY
OF CALIFORNIA:
BY:
/s/
Xxxx
Xxxxxx BY: /s/ Xxxx X. Xxxx
__________________
____________________
(Signature)
(Signature)
Name:
Xxxx
Xxxxxx Name: Xxxx X. Xxxx
Title:
CEO Title:
Assistant Vice Chancellor
Technology
Transfer & Intellectual
Property
Services
Date
7/7/06
Date
6/21/2006
1
