AMENDMENT NO. 2 TO LICENSE AND SUPPLY AGREEMENT
Exhibit 10.4.2
AMENDMENT NO. 2 TO LICENSE AND SUPPLY AGREEMENT
This AMENDMENT NO. 2 TO LICENSE AND SUPPLY AGREEMENT (this “Amendment”) is made and entered into as of November 6, 2013 and shall become effective upon the closing of an IPO (as defined in the License Agreement). This Amendment amends that certain License and Supply Agreement dated as of May 23, 2013, as amended from time to time (the “License Agreement”), by and between Ruthigen, Inc., a Delaware corporation (“Ruthigen”) and Oculus Innovative Sciences, Inc., a Delaware corporation (“Oculus”). Capitalized terms used and not defined herein shall have the meanings given to them in the License Agreement.
WHEREAS, the Parties entered into Amendment No. 1 to License and Supply Agreement on October 9, 2013;
Milestone Event | Milestone Payment | |||
1. | Upon completion of Ruthigen’s first meeting with the FDA following completion of Ruthigen’s first pivotal clinical trial | Three Million Dollars ($3,000,000) | ||
2. | Upon first patient enrollment in Ruthigen’s second pivotal clinical trial | Two Million Dollars ($2,000,000) |
“6.13 Manufacturing Equipment.
(a) Ruthigen shall purchase and pay in full for (i) at least One Million Dollars ($1,000,000) of Manufacturing Equipment, upon the Effective Date; (ii) at least One Million Two Hundred Fifty Thousand Dollars ($1,250,000) of additional Manufacturing Equipment, within thirty (30) days following the Effective Date; and (iii) at least Seven Hundred Fifty Thousand Dollars ($750,000) of additional Manufacturing Equipment, within forty five (45) days following the Effective Date (collectively, the “Equipment Purchase Price”). In each case, Oculus shall deliver the Manufacturing Equipment to Ruthigen, at Ruthigen’s expense, within sixty (60) days of receipt of payment therefor or at such other time as the Parties agree upon orally or in writing.”
4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws in force in the State of California, without giving effect to the choice of laws provisions thereof.
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IN WITNESS WHEREOF, the Parties have caused this Amendment No. 2 to License and Supply Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
OCULUS
OCULUS INNOVATIVE SCIENCES INC. |
RUTHIGEN
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By: | /s/ Xxxxx Xxxxxx | By: | /s/ Xxxxxx Xxxxx | |
Name: | Xxxxx Xxxxxx | Name: | Xxxxxx Xxxxx | |
Title: | Chief Executive Officer | Title: | Chief Executive Officer | |
Date: | November 6, 2013 | Date: | November 6, 2013 |