EXHIBIT 10.22
AGREEMENT
THIS AGREEMENT is made this 12th day of July, 1996, by and among
CENTOCOR, INC., a Pennsylvania corporation ("Centocor"), XL VISION, INC., a
Delaware corporation ("XL"), and MICROVISION MEDICAL SYSTEMS, INC., a
Delaware corporation ("MV").
Background
XL and Centocor have collaborated on the development of a system for the
rapid detection, identification, and characterization of rare cellular events
in biological tissue specimens using Centocor proprietary reagents to stain
the specimens (the "Collaboration" and the "Clinical System"). XL and its
employees have principally developed an automated intelligent microscope,
including hardware and software, and the method for using it to detect,
identify, and characterize pre-selected targets in biological specimens (the
"MicroVision System"). Centocor and its employees have principally developed
proprietary reagent kits and components and the method and protocol for using
them to xxxx pre-selected targets in biological specimens and to prepare
slides containing such specimens in order for such specimens to be scanned
and analyzed (the "Biological Preparation System"). XL has assigned to MV all
of its rights in the MicroVision System.
Agreement
The parties hereby agree as follows, intending to be legally bound:
1. Definitions.
As used herein, the term "Confidential Information" means data,
analyses, hypotheses, compilations, studies, medical and technical know-how
and information, designs, plans, specifications, processes, procedures,
protocols, formulae, methods, algorithms, all to the extent that such
information is confidential and proprietary in nature.
As used herein, the term "Patent Application" means the U.S. Patent
Application Serial Number OR/565006 entitled "Method and Apparatus for
Automated Image Analysis of Biological Specimens" filed in connection with
the Clinical System and continuations, continuations-in-part, and divisionals
and foreign equivalents thereof.
As used herein, the term "Intellectual Property Rights" means all and
any rights, powers, privileges, and immunities (including without limitation
under patent, copyright, and trade secret law) anywhere in the world with
respect to any "Intellectual Property."
As used herein, the term "Intellectual Property" means all proprietary
inventions, technology, devices, apparatus, materials, designs, plans,
specifications, processes, protocols, formulae, methods, algorithms, software
programs, and technical information, which are described in the Patent
Application, or which were developed, conceived of, invented, or reduced to
practice as a result of the Collaboration.
2. Intellectual Property Assignments.
2.1 All intellectual property rights which XL or MV had before the
commencement of the Collaboration shall continue to be owned by MV.
2.2 All intellectual property rights which Centocor had before the
commencement of the Collaboration shall continue to be owned by Centocor.
2.3 Centocor hereby assigns to MV, and its successors and assigns,
any and all Intellectual Property Rights now owned or claimed by Centocor
which relate to the MicroVision System, and the Patent Application.
2.4 XL and MV hereby assign to Centocor, and its successors and
assigns, any and all Intellectual Property Rights now owned or claimed by XL
and/or MV which relate to the Biological Preparation System.
2.5 MV hereby grants to Centocor, its successors and assigns, a
perpetual, transferable, non-exclusive, fully-paid-up license to use the
Biological Preparation System as described in the Patent Application.
2.6 Upon the request of and at the expense of either of MV of
Centocor, or their successors or assigns, each party shall do such other acts
and shall execute, acknowledge, and deliver to the requesting entity all
further documents, instruments, assignments and assurances necessary or
proper (i) to further ensure the valid assignment to the requesting party of
the Intellectual Property Rights assigned to such party by this Agreement,
including assignments of patents and/or patent applications in form suitable
for filing with the U.S. or any foreign patent office; and (ii) to procure
for the requesting party U.S. and/or foreign patents for the Intellectual
Property Rights assigned to such party by this Agreement. Promptly upon
execution of this Agreement, Centocor shall deliver or cause to be delivered
to MV all files related to the Patent Application, and MV shall reimburse
Centocor for 50% of out of pocket patent expenses incurred by Centocor
associated with the Patent Application.
2.7 Each party represents and warrants to each other party that
each of its employees and consultants who have
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participated in the development, invention, conception, or reduction to
practice of any Intellectual Property related to the MicroVision System or
the Biological Preparation System have entered into valid assignment of
invention agreements with such party.
2.8 The Parties agree that they will cooperate in good faith to
promptly determine which individuals should be named as inventors for each
claim in the Patent Application.
2.9 Each party represents and warrants to each other that such
party has not sold, assigned, licensed, or otherwise transferred any
Intellectual Property Rights to any other entity or person who is not a party.
3. Centocor Release. Except as provided for in Section 2 hereof,
Centocor, on behalf of itself and its successors and assigns, hereby forever
releases and discharges XL, MV, and their officers, directors, shareholders,
employees, agents, affiliates, attorneys, predecessors, successors, heirs,
personal representatives, and assigns, and all persons acting by, through,
under or in concert with any of them from any and all claims, actions, causes
of actions, suits, judgments, debts, obligations, liabilities, charges,
complaints, promises, agreements, controversies, damages, demands and
expenses (including attorneys' fees and costs) of any kind whatsoever, at law
or in equity, matured or unmatured, known or unknown, suspected or
unsuspected, existing at any time to the date of this release which relate to
the Collaboration including but not limited to, any and all claims, rights,
and interests in or to the MicroVision System or related intellectual
property, including without limitation licenses, ownership rights, royalty
rights, marketing and distribution rights, manufacturing rights, revenue
sharing rights, and exclusivity rights. The foregoing release is absolute and
irrevocable, and Centocor agrees on behalf of itself and the other releasors
not to bring any suit or action against XL, MV, or any of their successors or
assigns, to attempt to enforce any such released claim, right, or interest,
or to attempt to revoke or void the foregoing release. Centocor represents
and warrants to XL and MV that it has not sold, assigned or transferred any
of such released claims, rights or interests.
4. XL and MV Release. Except as provided for in Section 2 hereof, each
of XL and MV, on behalf of itself and its successors and assigns, hereby
forever releases and discharges Centocor and its officers, directors,
shareholders, employees, agents, affiliates, attorneys, predecessors,
successors, heirs, personal representatives, and assigns, and all persons
acting by, through, under or in concert with any of them from any and all
claims, actions, causes of actions, suits, judgments, debts, obligations,
liabilities, charges, complaints, promises, agreements, controversies,
damages, demands and expenses (including attorneys' fees and costs) of any
kind whatsoever, at law or in
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equity, matured or unmatured, known or unknown, suspected or unsuspected,
existing at any time to the date of this release which relate to the
Collaboration including but not limited to, any and all claims, rights, and
interests in or to the Biological Preparation System or related intellectual
property, including without limitation licenses, ownership rights, royalty
rights, marketing and distribution rights, manufacturing rights, revenue
sharing rights, and exclusivity rights. The foregoing release is absolute and
irrevocable, and each of XL and MV agree on behalf of themselves and the
other releasors not to bring any suit or action against Centocor or any of
its successors or assigns, to attempt to enforce any such released claim,
right, or interest, or to attempt to revoke or void the foregoing release. XL
and MV represent and warrant to Centocor that they have not sold, assigned,
or transferred any of such released claims, rights or interests.
5. Stock Subscription. In consideration for prior research and
development, Centocor and MV shall execute the Stock Subscription Agreement
attached hereto which provides for the issuance of non-voting convertible
preferred stock of MV to Centocor representing a 10% ownership interest in MV
following the transaction involving the issuance of common stock to XL for
the MicroVision System technology and the sale and issuance of non-voting
convertible preferred stock of MV to XL stockholders at $1.00 per share.
6. Instrument Repurchase. Centocor has previously purchased from XL
MicroVision Systems at an aggregate purchase price of $800,000 as components
to be designed into Centocor assay systems. MV agrees to buy all of such
MicroVision Systems from Centocor, and Centocor agrees to sell all such
MicroVision Systems to MV, at a price of $133,333.33 per microscope, on the
following terms:
6.1 Centocor hereby sells, and MV hereby buys two of such
MicroVision Systems, serial numbers 10006 (which is currently in MV's
possession) and 01 (which is currently located at Centocor's principal place
of business in Malvern, PA. Centocor shall deliver such MicroVision Systems
to MV at 00000 000xx Xxxxxxx, Xxxxxxxxx, XX, within 10 days after delivery of
such direction.
6.2 MV shall pay to Centocor the purchase price of $266,667 for the
two MicroVision Systems described in Section 6.1, without interest, on the
earlier of (i) five business days after the closing of MV's initial public
offering of its common stock or (ii) March 31, 1997.
6.3 Centocor shall sell, and MV shall buy, three additional
MicroVision Systems on the later of (i) January 10, 1997 or (ii) five
business days after the closing of MV's initial public offering, but not
later than March 31, 1997 (the "Second Sale Date"). Centocor shall deliver
such MicroVision Systems on
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the Second Sale Date to such location within the continental U.S. as MV shall
direct against payment by certified check or wire transfer of an aggregate
purchase price of $400,000.
6.4 Centocor shall sell, and MV shall buy, the last microscope on
June 30, 1997. Centocor shall deliver such microscope on June 30, 1997 to
such location within the continental U.S. as MV shall direct against payment
by certified check or wire transfer of the purchase price of $133,333.
6.5 Centocor shall deliver the MicroVision Systems at its own
expense, except that MicroVision personnel shall pack the MicroVision Systems
and prepare them for shipping, and Centocor shall insure them while in
transit at its own expense. The MicroVision Systems shall be delivered in
good working condition and repair, ordinary wear excepted.
6.6 Time is of the essence with respect to the dates set forth in
this Section 6.
6.7 Centocor and MV will be free to, but shall not be obligated to,
negotiate mutually acceptable commercial lease terms or purchase price
discounts if the parties desire Centocor to retain possession of any of the
MicroVision Systems beyond the dates set forth in this Section 6.
7. Maintenance and Support. From the date of this Agreement until the
Second Sale Date, MV shall provide to Centocor, at no cost to Centocor, the
following maintenance and support services for the four MicroVision Systems
retained by Centocor during that period:
7.1 MV will fix errors in the operation of the software controlling
the MicroVision Systems in accordance with MV's standard operating policies
and procedures which shall be established in MV's reasonable discretion, and
which will include, among other things, response times for different
priorities of bugs. If Centocor wants an error fixed in a manner or on a
schedule different from MV's standard operating policies and procedures, it
may request such service under the Support Rights specified in Section 7.2.
Any initial claim by Centocor of an error in the software shall first be
reviewed and verified by a MV technical support person before being submitted
to MV as an error under this Section 7.1. The time spent by the MV technical
support person to review and verify the claimed error will be charged against
the Support Rights if MV determines that the claimed error is not an error in
the software.
7.2 MV will provide Centocor with up to a total of 80 man-hours
(including travel time) of technical support per month (pro-rated for partial
months) ("Support Rights"). This support will cover up to three MicroVision
Systems while used for joint clinical trials in the continental U.S. and up
to one microscope while used by Centocor in the continental U.S. for in-house
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research and development of Biological Preparation Systems. The support may
include software, or hardware modifications, hardware maintenance and repair,
operation of the microscope, consulting, training, and verification of
claimed software errors and hardware malfunctions. Centocor shall pay for
all necessary parts for hardware repair and maintenance. Centocor shall
give MV reasonable advance notice of any support requests requiring air
travel or significant time commitments by MV personnel. MV shall retain sole
ownership of all rights in any hardware and software modifications.
7.3 Centocor and MV will be free to, but shall not be obligated
to, negotiate mutually acceptable commercial terms for the provision of
maintenance and/or support beyond the levels specified above or beyond the
Second Sale Date.
8. Confidential Information. It is agreed and acknowledged that no
Confidential Information has been disclosed by Centocor to MV or XL or by XL
or MV to Centocor prior to the date of this Agreement.
9. No Obligations. The parties acknowledge that they are not
obligated to enter into any joint marketing, distribution, or regulatory
approval arrangement for the MicroVision System and/or Centocor's Biological
Preparation Systems. MV shall be solely responsible for obtaining regulatory
approvals on its MicroVision System, and shall be the holder of all
regulatory licenses it obtains. Centocor shall be solely responsible for
obtaining regulatory approvals on its Biological Preparation Systems, and
shall be the holder of all regulatory licenses it obtains. The parties may
bundle their products or enter into other joint marketing arrangements in the
future, but they shall have no obligation to do so. In the absence of such
an agreement, MV retains the right to market and develop the MicroVision
System in combination with reagents of third parties and Centocor retains the
right to market and develop its Biological Preparation Systems in combination
with other automated microscope systems subject to Section 11.
10. Trademarks, etc. Neither party shall use the trademarks, trade
names or service marks of the other party without the prior written approval
of the other party in each instance.
11. Existing Clinical Trials. Centocor will promptly provide to MV
on a confidential basis copies of all agreements (including without
limitation clinical protocols) relating to the four (4) clinical trials/beta
testing currently being performed with the MicroVision Systems (the "Existing
Clinical Trials"). Centocor and MV will meet at least monthly to review the
status of each Existing Clinical Trial. Centocor will provide MV with the
opportunity to have input regarding the management and direction of such
trials and tests, which Centocor will consider in good faith and implement if
appropriate in Centocor's
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judgment. Centocor shall manage the Existing Clinical Trials in order to
provide MV with current, detailed feedback as to the operation of the
MicroVision System and the opportunity to promptly and effectively resolve
any problems regarding the System, and to promote the clinical and beta sites
to become reference sites for and purchasers of the MicroVision Systems.
Neither MV nor XL shall contact any clinical or beta site directly without
Centocor's prior consent, which shall not be unreasonably withheld or
delayed. Centocor shall make available to MV on a regular basis all
information from Existing Clinical Trials relating to the MicroVision
System without delay, provided that Centocor may redact from such information
any Centocor proprietary Confidential Information. Centocor shall also make
available to MV promptly upon request all such information which relates to
obtaining regulatory clearances for the MicroVision System which includes
Centocor Confidential Information, subject to the following confidentiality
obligations. MV shall keep all Centocor Confidential Information in
confidence and shall not, without Centocor's prior written consent, disclose
or use such Information except MV shall be permitted to use such Information
solely for the purpose of obtaining regulatory clearances for the MicroVision
System. However, once Centocor publishes, presents or otherwise places any
Confidential Information in the public domain, MV may use such information
without restriction. Centocor shall keep all MV Confidential Information
which is disclosed to Centocor in the conduct of the Existing Clinical Trials
in confidence and shall not, without MV's prior written consent, disclose or
use such Information except solely for the purpose of conducting the Existing
Clinical Trials with the MicroVision Systems and using the MicroVision
Systems for internal development purposes. Once MV publishes, presents or
otherwise places any of its Confidential Information in the public domain,
Centocor may use such information without restriction. The confidentiality
obligations of the parties in this paragraph shall expire March 10, 2002.
12. Framework for Future Applications. The parties agree to follow
the following framework for proposing new applications for joint development
and/or marketing.
12.1 Either party may nominate a concept for a new application
of the MicroVision System with a Biological Preparation System to be jointly
pursued by Centocor and MV. It is agreed that the nomination and
presentation of a concept will not create any obligation of confidentiality
regarding any information disclosed unless the receiving party agrees in
advance to treat specific information as Confidential Information.
12.2 Based on a nomination, the parties may agree to enter into
an interim exploration of the nominated application for the purpose of
determining the technical feasibility of the concept, undertaking clinical
testing of the application, and negotiating a business arrangement to jointly
commercialize the
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application. The parties will negotiate a written agreement which shall
include the scope and time period of the exploration phase, an agreement to
work exclusively with each other during the exploration period on the
development of a particular Biological Preparation System or MicroVision
System, contemplated for use in a particular application, the method of
sharing and protecting confidential information which is developed or
disclosed in the process, and such other terms and conditions as the parties
may agree upon. The parties will not be obligated to enter into any joint
business arrangement beyond the exploration phase.
12.3 If the parties do not enter into an agreement for the joint
commercialization of the application by the end of the exploration phase,
then each party will be free to enter into business arrangements with other
persons, who may be competitors of the other party, to develop a similar
application relating to the Biological Preparation System or MicroVision
System which was the subject of the exploration, provided that the parties
will continue to be bound by their respective confidentiality obligations with
respect to the Confidential Information of the other party.
13. No Hire Agreement. Each party agrees not to solicit any employee
or consultant of the other party or of any such affiliate to leave the employ
of the other party or any such affiliate; in either case directly or
indirectly, at any time while the parties and/or their affiliates are engaged
in any relationship and for a period of 18 months after the termination of
all such business relationships, unless mutually agreed upon.
14. No Waiver. It is understood and agreed that no failure or delay
by either party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any right,
power or privilege.
15. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the internal laws of the Commonwealth of Pennsylvania.
The parties each hereby irrevocably submit to the exclusive jurisdiction of
any court of the Commonwealth of Pennsylvania or any federal court sitting in
the Commonwealth of Pennsylvania for the purpose of any suit, action or other
proceeding arising out of this Agreement.
16. Binding Effect and Assignment. This Agreement shall be binding
upon and inure to the benefit of and be enforceable by each of the parties
and their respective successors and assigns. This Agreement may not be
assigned by either party without the prior written consent of the other party,
provided that the other party shall not unreasonably delay or withhold such
consent in the event of an assignment in connection with a sale of the
requesting party's business.
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17. Dispute Resolution. If any dispute arises under this Agreement
(other than a claimed breach of the confidentiality obligations) that is not
settled promptly in the ordinary course of business, the parties shall seek
to resolve any such dispute between them, first, by face to face negotiations
between a senior management representative of each party with authority to
settle the disputed matter on behalf of such party. If the parties are unable
to resolve the dispute between them within ten business days (or such period
as the parties shall otherwise agree) through these face to face
negotiations, then any such dispute shall be submitted to non-binding
mediation with a professional mediator under the commercial mediation rules
of the American Arbitration Association.
18. Notices. All notices, requests, demands, waivers, consents,
approvals, or other communications which are required or permitted hereunder
shall be in writing and shall be deemed given if delivered personally, sent
by reputable overnight courier service (such as Federal Express), sent by
telecopier, or sent by registered or certified mail, return receipt
requested, postage prepaid, to the address set forth below:
If to Centocor,
000 Xxxxx Xxxxxx Xxxxxxx
Xxxxxxx, XX 00000
Attn:
Phone: 000-000-0000
Fax: 000-000-0000
If to MV or XL:
c/o MicroVision Medical Systems, Inc.
00000 Xxxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Attn: Xxxxxxx Xxxxx
Phone: 000-000-0000
Fax: 000-000-0000
With a copy to:
Safeguard Scientifics, Inc.
800 The Safeguard Building
000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000
Attn: General Counsel
Phone: 000-000-0000
Fax: 000-000-0000
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and
XL Vision, Inc.
00000 000xx Xxxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxx, COO
Fax: 000-000-0000
or to such other address or telecopier number as the party entitled to
receive such notice may, from time to time, specify in writing to the other
party.
19. Severability. Any provision of this Agreement which is invalid or
unenforceable shall be ineffective to the extent of such invalidity or
unenforceability without invalidating or rendering unenforceable the
remaining provisions.
20. Contents of Agreement. This Agreement and the stock subscription
agreement entered into herewith set forth the entire understanding of the
parties hereto with respect to the transaction contemplated hereby and shall
not be amended or terminated except by a written instrument duly executed by
each of the parties hereto. Any and all prior or contemporaneous agreements
or understandings between the parties regarding the subject matter hereof are
superseded in their entirety by this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
CENTOCOR, INC. XL VISION, INC.
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxx Xxxxx
Xxxxxx X. Xxxxxx, Xx., Ph.D.
Senior Vice President & General Manager
Diagnostics Division MICROVISION MEDICAL SYSTEMS, INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
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AMENDMENT AND SUPPLEMENT TO AGREEMENT
This Amendment and Supplement to Agreement ("this Amendment") is made this
25th day of February, 1997 by and among CENTOCOR, INC., a Pennsylvania
corporation ("Centocor"). XL Vision, Inc. a Delaware corporation ("XL"), and
MicroVision Medical Systems, Inc., a Delaware corporation ("MV").
Background
The parties to this Amendment are parties to an Agreement dated July 12,
1996 relating to their collaboration on the development of a system for the
rapid detection, identification and characterization of rare cellular events
in biological tissue specimens (the "Agreement"). The parties now desire to
amend and supplement the Agreement on the terms set forth in this Amendment.
Amendment
The parties hereto hereby agree to amend and supplement the Agreement as
follows, intending to be legally bound:
1. Definitions. All capitalized terms used in this Amendment and not
otherwise defined herein shall have the meaning set forth in the Agreement.
2. Maintenance and Support. The parties acknowledge and agree that MV
has performed all of its obligations under Sections 7.1 and 7.2 of the Agreement
and that the amount payable by Centocor for technical support services
rendered for the year 1996 in excess of the 80 man-hours per month referred
to in Section 7.2 shall be $43,500. Said amount is being paid by Centocor to
MV by delivery of a check concurrently with the execution and delivery of
this Amendment.
3. Additional Technical Support. MV will provide to Centocor additional
support services of the kind referred to in Sections 7.1 and 7.2 of the
Agreement, including reasonable traveling expenses, through September 30,
1997 at no charge. MV shall have no obligation to render any such services after
September 30, 1997 unless the parties otherwise agree in writing as to the
nature, extent and timing of the services and the amount to be paid therefor.
4. Software Development Services. MV will provide to Centocor up to 80
man-hours per month of software development services relating to the
MicroVision System, through December 31, 1997 at no charge. Such services
shall be rendered upon reasonable request by Centocor and at such times and
places as the parties may mutually agree. MV will also provide to Centocor
software development services in addition to said 80 man-hours per month at a
cost of $75.00 per hour plus reasonable and documented travel expenses
provided that the extent of such additional services requested is reasonable.
MV will xxxx Centocor for such additional services every three months, and the
amount payable for the services shall be due within thirty (30) days after
the receipt of such xxxx by Centocor.
5. Credit for MicroVision Systems. Centocor will expressly recognize MV as
the owner of the technology incorporated into the MicroVision System in any
published paper, press release, brochure, other marketing materials, FDA or
other regulatory application or filing, or any slide or other presentation
relating to any Centocor procedure or product used with the MicroVision
System. Centocor owns all right, title and interest (including Intellectual
Property Rights) to the data and results of any clinical trial ("Clinical
Results") which is funded in whole or in part by Centocor and in which the
MicroVision Systems are utilized except that, if Centocor fails to file an
application for FDA approval for commercial distribution of at least one
Centocor reagent kit for use with the MicroVision System by December 31,
1997, MV will have the right to use the Clinical Results, that have been
generated up to that time and thereafter only as a result of the continuation
of clinical trials which are on going at that time, such use to be limited to
obtaining MV's own regulatory approvals for its products and services. In
addition, whether or not such an application is filed by December 31, 1997:
(a) In connection with MV's promotional and marketing activities and
materials, MV will have the right to identify the clinical trial sites
being utilized, describe the nature and results of the clinical trial
being undertaken, and the use of any abstract, publication, or any
other material arising from these clinical trails that becomes public
information provided that Centocor approves any such promotional and
marketing materials, such approval not to be unreasonably withheld and to
be deemed given if not denied in writing within fifteen (15) days after
Centocor receipt of written request therefor,
(b) if MV funds all or any part of any clinical trial in cash, MV will
have the unlimited right to use the Clinical Results from those trials
and
In the event that MV desires to use any Clinical Results for purposes other
than as permitted above, the terms under which those Clinical Results will be
used, shall be discussed and agreed upon by the parties hereto as needed.
Credit for Centocor Biological Preparation System. MV will expressly
recognize Centocor as the owner of the technology incorporated into the
Centocor Biological Preparation System in any published paper, press release,
brochure, other marketing materials. FDA or other regulatory application or
filing, or any slide or other presentation relating to any MV procedure or
product used with the Centocor Biological Preparation System.
6. Technical Specification. Centocor will provide to MV a technical
specification for proposed use of the MicroVision System by Centocor, which
MV will review. If and when MV accepts in writing such technical
specification, it shall become the specification for the MicroVision System
for all applications involving then existing reagent kits and components
proprietary to Centocor. Any further specifications for use of the
MicroVision Systems by Centocor shall be discussed and agreed upon by the
parties hereto as needed.
Except as otherwise provided in the Agreement and or the Amendment, if
sufficient mutual interest develops, MV and Centocor may enter into a
separate agreement which would set forth the terms of any further commercial
relationship.
7. Instrument Repurchase. The Agreement is hereby amended to delete
therefrom all of Section 6 (including Sections 6.1 through 6.7), except
insofar as the terms defined therein are used elsewhere in the Agreement. MV
shall have no obligation to repurchase any of the XL MicroVision System
referred to therein.
8. Continued Effect of Agreement. Except as amended and supplemented by
this Amendment, the Agreement shall remain in full force and effect.
9. Entire Agreement. This Amendment, Agreement and the stock subscription
agreement entered into concurrently with the Agreement set forth the entire
understanding of the parties hereto with respect to the subject matter
thereof and such documents shall not be amended or terminated except by a
subsequent written instrument duly executed by each of the parties hereto.
Any and all agreements or understandings prior to or contemporaneous with
this Amendment between the parties regarding the subject matter hereof are
suspended in their entirety by this Amendment except that this Amendment
shall supersede the Agreement only to the extent set forth herein.
IN WITNESS WHEREOF, the parties have executed this Amendment on the date
first written above.
CENTOCOR, INC. XL VISION, INC.
By: /s/ Xxxxx X. Xxxxxxx Date: 2-27-97 By: /s/ Xxxx Xxxxx Date: 2-27-97
----------------------- ---------- --------------------------- --------
Xxxxx X. Xxxxxxx Xxxx Xxxxx
CEO CEO and Chairman
Centocor, Inc. XL Vision, Inc.
MICROVISION MEDICAL SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx Date: 2-27-97
--------------------------- --------
Xxxxxxx X. Xxxxxxxxxx, M.D.
CEO
MicroVision Medical Systems, Inc.
