AMENDMENT #3 to the LICENSE AGREEMENT
Exhibit 10.5
CONFIDENTIAL TREATMENT REQUESTED UNDER
C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406.
[****] INDICATES OMITTED MATERIAL THAT IS THE
SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST
FILED SEPARATELY WITH THE COMMISSION.
THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.
AMENDMENT #3 to the LICENSE AGREEMENT
This Amendment No. 3 (“Amendment No. 3”) is made by and between the Board of Trustees of the University of Arkansas acting for and on behalf of the University of Arkansas for Medical Sciences, a public institution of higher education having principal offices at 0000 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 (hereinafter “University”), and Myeloma Health LLC, a Delaware limited liability company having a principal office at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter “Licensee”).
WITTNESSETH
WHEREAS, on April 1, 2010, the University and Licensee entered into a License Agreement (“AGREEMENT”).
WHEREAS, the University and Licensee wish to amend the Agreement to add to the scope of the PATENT RIGHTS (as such term is defined in the AGREEMENT) any patent applications filed by or on behalf of UNIVERSITY which disclose the inventions or discoveries of UNIVERSITY disclosure number 2011-30.
Amendments
NOW, THEREFORE, the University and Licensee, in consideration of the premises and the mutual covenants contained herein, hereby agree as follows:
| 1. | This Amendment is made effective as of October _____, 2011 (“Third Amendment Date”). |
| 2. | UNIVERSITY and LICENSEE acknowledge and agree that any patent applications filed by or on behalf of UNIVERSITY which disclose the inventions or discoveries of UAMS Disclosure Number 2011-30 shall be added to the scope of the PATENT RIGHTS under Section 2.12(a). As a consequence, Appendix A shall be revised to include the following new table entries: |
| “[****]” | |||||
| UAMS Disclosure # | Applications | Publications | U.S. Patents | Overseas Publications | Overseas Patents |
| [****] | [****] | [****] | |||
| 3. | Within ninety (90) days of the Third Amendment Date, LICENSEE shall pay to UNIVERSITY a one-time payment of [****] dollars ($[****]), which payment shall be in addition to any payments due under the AGREEMENT. |
CONFIDENTIAL TREATMENT REQUESTED UNDER
C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406.
[****] INDICATES OMITTED MATERIAL THAT IS THE
SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST
FILED SEPARATELY WITH THE COMMISSION.
THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.
| 4. | All other terms and conditions of the Agreement that have not been amended herein shall remain in full force and effect. |
| 5. | The recitals and preamble set forth prior to the enumerated sections of this Amendment are hereby incorporated by reference in their entirety and made a part of this Amendment as if fully set forth herein. |
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives.
| BOARD OF TRUSTEES OF THE UNIVERSITY OF ARKANSAS |
MYELOMA HEALTH LLC | |||
| By: | /s/ Xxx Xxxx | By: | /s/ Xxx Xxxxxxxxx | |
| Name: | Xxx Xxxx | Name: | Xxx Xxxxxxxxx | |
| Title: | Vice President for Administration | Title: | President and CEO | |
