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EXHIBIT 10.6
AMENDMENT NUMBER 3
TO
BY AND BETWEEN
UNIVERSITY OF NORTH TEXAS HEALTH SCIENCE CENTER
AND MY-TECH, INC.
Title: Adrenalin Booster
This Amendment Number 3 between the University of North Texas Health Science
Center at Fort Worth (hereinafter "UNTHSC") and MY-TECH, INC. (hereinafter
"Sponsor") is effective as of the 1st day of February, 2001.
WHEREAS, UNTHSC and Sponsor entered into an agreement effective September 1,
1998 regarding a contractual relationship so that Sponsor will provide UNTHSC
research program funding for the Adrenalin Booster project.
NOW, THEREFORE, in consideration of the Original Agreement, as amended, UNTHSC
and Sponsor agree to replace Section 8, PATENTS, COPYRIGHTS, AND TECHNOLOGY
RIGHTS Section 8.2 in its entirety with the following:
"8.2 Proceeds from the sale, use, license and all other revenues generated from
inventions, discoveries and patents shall be divided as follows:
(1) UNTHSC agrees to the sub-license of the exclusive license and
assignment of the patent and technology rights from MY-TECH, INC., a Nevada
corporation, to Sure Medical, Inc., a Nevada corporation ("SMI") covering the
Adrenalin Booster project. The specific patent(s) included in the sub-license
is:
(a) Pending serial #09/561.391. "+Naloxone and
epinephrine combination therapy" filed April 27, 2000;
(2) gross revenues in excess of $865,000 received by the licensee
(MY-TECH, INC.) or sub-licensee (SMI) shall be subject to a 2% royalty payable
to UNTHSC quarterly;
(3) UNTHSC accepts a total of 1,000,000 shares of common stock
(11.51%) in SMI and the above-mentioned 2% royalty in exchange for and in full
satisfaction of all patents, copyrights, and technology rights pertaining to the
Adrenalin Booster project.
(4) All future issuance of SMI shares will result in an equal
dilution of all stockholder equity;
(5) In the event that SMI is acquired by another company, UNTHSC
will receive an exchange of shares on a one for one basis;
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(6) UNTHSC's Intellectual Property Policy will govern the
disbursement of revenues and equities received by UNTHSC from the agreement;
(7) Nothing herein shall construe this agreement as establishing a
joint venture, joint enterprise, or partnership. It is understood that any
relationship created by this agreement between the parties shall be that of
independent contractors. Under no circumstances shall either party be deemed an
employee of the other nor shall either party act as an agent of the other party.
Any and all joint ventures, joint enterprises, or partnership status is hereby
expressly or impliedly a joint venture, joint enterprise or partnership."
Unless expressly modified by the provision of this Amendment No. 3, the
terms of the Original Agreement, as previously amended, remain in full force and
effect and are expressly ratified herein.
IN WITNESS WHEREOF, this Amendment No. 3 has been executed by the
parties.
UNIVERSITY OF NORTH TEXAS MY-TECH, INC.
HEALTH SCIENCE CENTER AT TAMPA, FL
FORT WORTH
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Xxxxxx Xxxxxx, DO Date Xxxxxxx X. Xxxxxxxx, Ph.D. Date
President President
Read & Understood
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Xxxxx X. Xxxxxxx, Ph.D. Date
Acting Director &
Principal Investigator, Adrenalin Booster
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