EXHIBIT 10.23
FOURTH AMENDMENT TO LICENSE AGREEMENT
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THIS FOURTH AMENDMENT TO LICENSE AGREEMENT (the "Fourth Amendment") is
made and entered into as of the 14th day of September, 1998, by and between
IRVINE SENSORS CORPORATION, a Delaware corporation (the "Company"), and ADVANCED
TECHNOLOGY PRODUCTS, LLC, a California limited liability company ("ATP"), with
reference to the following facts:
A. The Company and ATP have previously executed a License
Agreement dated July 30, 1997 (the "License Agreement") and
First, Second and Third Amendments to the Agreement.
B. Pursuant to the Third Amendment to the Agreement investors in
ATP were offered the opportunity, through their election of
Royalty Program "C," to receive a prepayment of their royalty
interest in the E-Film product in the form of shares of common
stock of Imagek, Inc., a Delaware corporation and subsidiary
of the Company ("IMAGEK"), at the exchange rate of 8,500
shares of the common stock of IMAGEK, for every $10,000
invested in ATP. Pursuant to this exchange offer, ATP, has now
received elections representing $1,435,000 of the $1,635,000
invested in ATP, entitling these investors to the receipt of
1,221,875 shares of common stock of IMAGEK. One investor,
representing $200,000 of invested capital in ATP, has elected
to remain as a Royalty Program "B" investor and will continue
to receive royalty payments for the E-FILM and VIP 20 products
as provided for in Section 4.1b of the amended License
Agreement. All other investors' rights to receive royalty
payments from E-Film sales is hereby terminated as of the
closing date of the exchange of their E-Film royalty rights
for shares of common stock of IMAGEK.
C. The Company and IMAGEK have entered into an Assignment
Agreement of even date herewith (the "Assignment Agreement"),
wherein the Company has agreed to cause ATP to assign to
IMAGEK, all rights, title, and interest in and to the ATPL
Technology (as defined in the Assignment Agreement), and ATP
has agreed to grant said assignment.
D. Upon ATP's execution of an agreement entitled "Assignment of
ATPL Technology," IMAGEK will issue 1,221,875 restricted
shares of authorized IMAGEK Common Stock to ATP and shall pay
to ATP a reduced royalty as provided in this Fourth Amendment.
The IMAGEK stock and royalty payments shall be redistributed
to investors in ATP in accordance with the provisions of this
Fourth Amendment and the Assignment of ATPL Technology.
E. The Company and ATP have mutually consented to the termination
of the License Agreement and all amendments thereto upon ATP's
execution of the Assignment of ATPL Technology.
NOW, THEREFORE, for the good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto do
hereby agree as follows:
1. Section 4.1 of the License Agreement is amended as follows:
a. Section 4.1a (Royalty Program "A") is hereby deleted in its
entirety.
b. Section 4.1b (Royalty Program "B") shall remain as stated
in the Third Amendment to the License Agreement. The parties
acknowledge that for purposes of calculating royalties due under this
section that the amount of capital invested by ATP in the Company is
deemed to be $200,000.
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c. Section 4.1c (Royalty Program "C") shall remain as stated
in the Third Amendment to the License Agreement. The parties
acknowledge that all investors in this classification have elected to
have their E-Film royalty rights converted to shares of common stock of
IMAGEK, but shall continue to be entitled to receive royalty payments
for VIP 20 sales as stated in the Third Amendment to the License
Agreement.
2. Section 5.2 of the Agreement, regarding the right of ATP investors
to elect to have the Company redeem their interest in ATP with shares
of restricted common stock of the Company, is amended to provide that
those Royalty Program "A" investors who have elected Royalty Program
"C" shall retain 50% of their share redemption rights as granted in
Section 5.2 of the Licensing Agreement.
3. ATP agrees to assign all right, title, and interest in and to the
ATPL Technology to IMAGEK in an agreement which is in substantially the
same form as the agreement attached as Exhibit "A" to the Assignment
Agreement (the "Assignment of ATPL Technology").
4. The company and ATP agree that the License Agreement and all
amendments thereto shall terminate upon ATP's execution of the
Assignment of ATPL Technology.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to the Agreement to be signed as of the date first above written.
IRIVINE SENSORS CORPORATION
a Delaware corporation
Dated: 9/14/98 By: /S/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx, President
ADVANCED TECHNOLOGY PRODUCTS, LLC
a California limited liability company
Dated: 9-14-98 By: /S/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx, Managing Member
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