FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT
This First Amendment made and entered into effective this 8th day of
November, 1995, by and between Xxxxx Xxxxxxxxx ("Xxxxxxxxx") and Oxboro Medical
International, Inc., a Minnesota corporation ("Company").
WITNEESSETH:
WHEREAS, Xxxxxxxxx and the Company entered into an exclusive license
agreement effective as of the first day of April, 1990 (the "License
Agreement"); and
WHEREAS, Xxxxxxxxx and Xxxxxx Xxxxx ("Xxxxx") have entered into a Royalty
Sharing Agreement regarding the sharing of royalties for a jointly developed
products, some of which products may be deemed to be Products under the term of
this Agreement or may, in the future, be deemed to be Additional Products
pursuant to this Agreement, as amended;
WHEREAS, the Company desires to encourage Xxxxxxxxx and Xxxxx to work
together to jointly develop Products or Additional Products for the marketing
and sale by and benefit of the Company; and
WHEREAS, the Royalty Sharing Agreement between and among Xxxxxxxxx, Xxxxx
and the Company contemplates that upon Xxxxx'x termination of employment from
the Company that the royalty to be paid under the Agreement shall be increased
from four percent to six percent;
NOWTHEREFORE, the parties hereto, in consideration of the above recitals
and in further consideration of the terms and conditions set forth below, agree
as follows:
1. Article IV of the Agreement entitled "Payment" shall be amended by
the addition of the following subparagraph:
4.4 LICENSEE shall pay LICENSOR royalties in the amount of Four
Percent (4%) of this NET SALES PRICE of all PRODUCTS sold by
LICENSEE listed on Exhibits A and B attached hereto and made a
part hereof. Upon the termination of employment of Xxxxx from
LICENSEE, LICENSEE shall pay LICENSOR royalties in the amount of
Three Percent (3%) and shall pay Xxxxx royalties in the amount of
Three Percent (3%) of the NET SALES PRICE of all PRODUCTS sold by
LICENSEE listed on the attached Exhibits A and B. Such Royalty
shall continue for the life of said PRODUCTS.
Except as hereby amended or as otherwise amended and signed by the parties
to such Agreement, the Exclusive License Agreement remains in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this First Amendment to
the Exclusive License Agreement as of the day and year first above written.
OXBORO MEDICAL INTERNATIONAL, INC.
By /s/ Xxxxxx Xxxxx
Its President
/s/ Xxxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx