NOTE: Certain portions of this document have been omitted based on a request
for confidential treatment. The non-public information has been filed
with the Securities and Exchange Commission. Omitted portions are
designated with asterisks ("*").
Amendment No. 3
This Amendment No. 3 dated December 17, 1998, is between the University
of Florida Research Foundation, Inc., a not-for-profit corporation duly
organized and existing under the laws of the State of Florida and having its
principal office at 000 Xxxxxxx xxxx, Xxxxxxxxxxx, Xxxxxxx 00000-0000 ("UFRFI"),
and Ixion Biotechnology, Inc., a corporation duly organized under the laws of
Delaware, and having its principal office at 00000 Xxxxxxxx Xxxxxxxxx, Xxx 00,
Xxxxxxx, Xxxxxxx 00000 ("Ixion").
WITNESSETH
WHEREAS, UFRFI and Ixion entered into a License Agreement dated January
11, 1995 relating to UF Case No. 1203 "Oxalate Diagnostic Kit and Formyl-CoA
Transferase Gene from Oxalobacter Formigenes," UF Case No. 0973 "Reducing
Oxalate Poisoning in Vertebrates Using Genetically Engineered Organisms
Expressing Cloned Oxalate Degrading Enzymes," and the parent patent application
"Materials and Methods for Detection of Oxalate," USSN 08/262,424, filed June
20, 1994, and
WHEREAS, UFRFI and Ixion amended Section 3.2(b) of such License
Agreement on December 20, 1995, to substitute the development of a working model
of a molecular probe to detect Oxalobacter Formigenes, rather than a working
model of a urine oxalate development kit, as part of Ixion's diligence
obligation (such License Agreement as amended being herein referred to as the
"License Agreement"); and
WHEREAS, UFRFI and Ixion amended Appendix A, Appendix B, Section 1.6,
Section 4.1 (c), and Section 4.1 (d) in an Amendment No. 2, dated October 9,
1996; and
WHEREAS, through a mutual error, Section 4.1 (c) in Amendment No. 2
incorrectly identified a Running Royalty in the amount of ********************
of the Licensed Products or Licensed Processes; and
WHEREAS, UFRFI and Ixion desire to amend the License Agreement to
correct such error and to the benefit of both parties;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein the parties agree to Amendment No. 3 as follows:
1. Section 4.1 (c) is amended by deleting ***** and substituting ****** such
that Section 4.1 (c) reads as follows:
(1) A Running Royalty in an amount equal to ***** of the Net Sales of the
Licensed Products or Licensed Processes used, leased, or sold by or for
Ixion; and (1)
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
and duly executed this Agreement as of the day and year first set forth above.
University of Florida Research Ixion Biotechnology, Inc.
Foundation, Inc.
By: _____________________________ By:
--------------------------
Xxxxxx X. Xxxxx, Ph.D., MBA Xxxxxx
X. Xxxxxx
Director, Office of Chairman and
Technology Licensing Chief
Executive Officer
Reviewed by UFRFI's attorney (not a signatory to this Agreement):
By:
Xxxxxxx X. Xxxxxx, ESQ
