1
EXHIBIT 10.16.D
THIRD AMENDMENT
TO LICENSE AGREEMENT
This Third Amendment to License Agreement ("Third Amendment") is entered
into as of the 20th day of November, 1998, by and between Xxxxxx X. Xxxxxxxx,
Ph.D., an individual having an address of 00000 Xxx Xxx Xxxx, Xxxxxxxx Xxxx,
Xxxxxxxx 000000 ("XX. XXXXXXXX") and SpectRx, Inc., a Delaware corporation,
having its principal office at 0000X xxxxx Xxxxx, Xxxxxxxx, Xxxxxxx 00000
("SRX").
W I T N E S S E T H:
WHEREAS, XX. XXXXXXXX and SRX entered into a License Agreement executed
November 22, 1995, as amended by an Amendment of License Agreement dated
November 28, 1995 and a Second Amendment to License Agreement dated March 26,
1997 (such agreement as so amended, the "Agreement");
WHEREAS, XX. XXXXXXXX and SRX desire to further amend the Agreement
pursuant to Paragraph 12.7 of the Agreement;
NOW, THEREFORE, for and in consideration of $1.00 and other good and
valuable consideration and the covenants and agreement contained herein, the
parties hereto agree to amend the Agreement as follows:
A. By deleting Paragraph 12.13 in its entirety and substituting the
following therefor:
"12.13 Research Agreement. Until the amount paid to XX. XXXXXXXX in any
calendar year pursuant to Article 3 of this Agreement exceeds two hundred fifty
thousand dollars (US$250,000.00), SRX (either itself or through an Affiliate)
agrees to fund a research program under the direction of XX. XXXXXXXX at the
University of Maryland, a future employer of XX. XXXXXXXX, or any other
organization designated by XX. XXXXXXXX, at a level not less than two hundred
fifty thousand dollars (US$250,000.00) per year. Notwithstanding the foregoing,
in respect of the calendar year ending December 31, 1998, XX. XXXXXXXX agrees to
accept, on his behalf, on behalf of the University of Maryland or otherwise as
XX. XXXXXXXX so directs, contemporaneously with the execution and delivery of
this Third Amendment, eighty thousand dollars ($80,000.00) in cash, and an
option, evidenced by a Non-Qualified Stock Option Agreement entered into
contemporaneously herewith between FluorRx, Inc. ("FluorRx") and XX. XXXXXXXX,
for twenty-eight thousand nine hundred and ten (28,910) shares of Series B
Preferred Stock of FluorRx as authorized by FluorRx Board of Directors, with
such option having an exercise price per share of forty cents ($.40), all in
full and complete satisfaction of the obligation of SRX under this Section 12.13
in respect of such year. In addition, and notwithstanding the foregoing, in
respect of the calendar year ending December
2
31, 1999, XX. XXXXXXXX agrees to accept, on his behalf, on behalf of
the University of Maryland or otherwise as XX. XXXXXXXX so directs, a
total of one hundred twenty-five thousand dollars $125,000), payable in
cash in two installments of sixty-two thousand five hundred dollars
($62,500.00) payable on or before each of April 1, 1999 and October 1,
1999, all in full and complete satisfaction of the obligations of SRX
under this Section in respect of such year."
B. By adding the following paragraph 3.9:
"3.9 Additional Compensation. In partial additional compensation for
the rights granted in this Agreement and to provide additional
incentive, and the agreements contained in the Third Amendment, SRX
shall cause FluorRx to issue to XX. XXXXXXXX an additional option,
evidenced by a Non-Qualified Stock Option Agreement entered into
contemporaneously herewith, between FluorRx and XX. XXXXXXXX, for
forty thousand (40,000) shares of Common Stock of FluorRX as
authorized by the FluorRx Board of Directors, with such options
having an exercise price per share of twenty six cents ($.26), and
subject to certain vesting requirements relating to its exercise as
set forth in such option agreement."
IN WITNESS WHEREOF, XX. XXXXXXXX has executed this Third Amendment and
SRX has caused this Third Amendment to be executed by its duly authorized
representative as of the day and year first above written.
Xxxxxx X. Xxxxxxxx, Ph.D.
----------------------------------------
XXXXXX X. XXXXXXXX, Ph.D.
SPECTRX, INC.
BY: Xxxx X. Xxxxxxx
------------------------------------
Xxxx X. Xxxxxxx
President and Chief Executive Officer
