Exhibit 10.1
THIRD AMENDMENT TO LICENSE AND
DEVELOPMENT AGREEMENT
THIS THIRD AMENDMENT is entered into as of this 7th day of March, 2006 by,
between and among Innovex Precision Components, Inc. ("IPC"), Innovex, Inc.
("Innovex") and Applied Kinetics, Inc. ("AKI");
W I T N E S S E T H :
WHEREAS, IPC and AKI are parties to a License and Development Agreement
dated October 12, 1999 (the "Original Agreement") as amended by the First
Amendment to License and Development Agreement dated as of July 1, 2001 and as
further amended by the Second Amendment to License and Development Agreement
dated as of October 4, 2002 (collectively, the "License Agreement"); and
WHEREAS, in connection with the settlement of various disputes between and
among IPC, Innovex, AKI and various individuals, the parties to this Third
Amendment and such other individuals have entered into a Settlement Agreement of
even date herewith (the "Settlement Agreement"); and
WHEREAS, one of the conditions of the Settlement Agreement is the amendment
of the License Agreement as set forth hereinafter;
NOW, THEREFORE, in consideration of the foregoing premises, and in
consideration of the execution of the Settlement Agreement and other good and
valuable consideration, it is hereby agreed as follows:
1. Termination of AKI Restrictions and Exclusivity. IPC and Innovex hereby
agree that all restrictions on AKI with respect to AFAMs, AFAM Technology, AFAM
Improvements, FSA Product Improvements and MicroActuation Technology (including,
without limitation the restrictions on AKI set forth in Section 2.3 of the
Original Agreement) are hereby terminated, and AKI shall have the right from and
after the date of this Third Amendment to license or otherwise make available to
any third parties, AFAMs, AFAM Technology, AFAM Improvements, FSA Product
Improvements and MicroActuation Technology on such terms and conditions as AKI
shall deem appropriate; and all royalties, revenue and other proceeds of any
such activities shall be the exclusive property of AKI. In consideration of the
rebates granted to IPC in the Settlement Agreement, IPC and Innovex hereby agree
that the license rights granted pursuant to Sections 4.6 and 5.1 of the License
Agreement are automatically converted from exclusive rights to non-exclusive
rights. For purposes of clarification, Innovex and IPC hereby acknowledge that
from and after the date of this Third Amendment, all license rights granted to
IPC under the License Agreement are nonexclusive; and AKI is not restricted by
the License Agreement, or by any other agreement to which AKI, Innovex and/or
IPC are a party, from licensing and otherwise making available to third parties
AFAMs, AFAM Technology, AFAM Improvements, FSA Product Improvements and
MicroActuation Technology, and retaining all royalties, revenue and other
proceeds thereof.
2. Effect of Third Amendment. Except as amended by this Third Amendment,
all terms and conditions of the License Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have entered into this Third
Amendment as of the date first above written.
INNOVEX PRECISION COMPONENTS, INC.
a Minnesota corporation
By
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Its
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INNOVEX, INC.
a Minnesota corporation
By
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Its
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APPLIED KINETICS, INC.
a Minnesota corporation
By
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Its
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