Third Addendum to the Technology License Agreement between The Research Foundation of State University of New York for and on behalf of University at Buffalo and Donald D. Hickey, M.D. and Clas E. Lundgren, M.D., Ph.D. and Scivanta Medical Corporation
EXHIBIT
10.13
Third
Addendum to the Technology License Agreement
between
The
Research Foundation of State University of New York
for
and on behalf of University at Buffalo
and
Xxxxxx
X. Xxxxxx, M.D.
and
Clas
X. Xxxxxxxx, M.D., Ph.D.
and
Scivanta
Medical Corporation
This
Third Addendum (this “Third Addendum”) to the Technology License Agreement (as
such term is defined below), entered into as of the 6th day of January, 2009
(the “Third Addendum Effective Date”), is by and among The Research Foundation
of State University of New York, for and on behalf of University at Buffalo, a
non-profit corporation organized and existing under the laws of the State of New
York (the “Foundation”), Xxxxxx X. Xxxxxx, M.D. (“Xxxxxx”) and Clas X. Xxxxxxxx,
M.D., Ph.D. (a/k/a Xxxxx Xxxxxxxx and referenced herein as “Xxxxxxxx”) and
Scivanta Medical Corporation (formerly Medi-Hut Co., Inc.), a corporation duly
organized under the laws of the State of Nevada, and having its principal place
of business at 000 Xxxxxx Xxxxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000
(“Licensee”). Foundation, Xxxxxx and Xxxxxxxx will be collectively
referenced herein as “Licensor.” Capitalized terms used herein, but
not otherwise defined herein, shall have such meanings as given to such terms in
the Technology License Agreement.
WHEREAS,
Licensor and Licensee entered into an exclusive Technology License Agreement on
November 10, 2006, as amended on each of June 29, 2007 and October 24, 2008 (the
“Technology License Agreement”), to facilitate the development and
commercialization of certain technology owned by Licensor so that this
technology may be utilized to the fullest extent for the benefit of Licensee,
Licensor, the inventor(s) and the public; and
WHEREAS,
Licensor and Licensee desire to modify the aforementioned Technology License
Agreement for the mutual benefit of both parties;
NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:
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1.
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The
modifications of the Technology License Agreement herein will be effective
as of the Third Addendum Effective Date and will remain in effect for the
duration of the Technology License Agreement unless further modified in
writing by the parties hereto.
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2.
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Licensor
agrees that the milestones listed in Section 4.2(a) of the Technology
License Agreement have been completed by the Licensee within an acceptable
timeframe as provided by the Technology License
Agreement.
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3.
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The
first line of Section 4.2(b) will be deleted in its entirety and replaced
with the following:
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(b)
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On
or before September 30, 2009, Licensee
will:
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4.
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The
first line of Section 4.2(c) will be deleted in its entirety and replaced
with the following:
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(c)
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On
or before September 30, 2009, Licensee
will:
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5.
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Section
4.2(d) will be deleted in its entirety and replaced with the
following:
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(d)
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Within
twenty-four (24) months from the date the Licensed Product is approved by
the FDA for marketing in the U.S., Licensee will, on its own or through a
Sublicensee, gain approval to market the device in
Japan.
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6.
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Other
than as specifically modified in this Third Addendum, all other terms,
conditions and covenants of the Technology License Agreement shall remain
in full force and effect.
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IN
WITNESS WHEREOF, the undersigned duly authorized representatives of the parties
have executed this Third Addendum, effective as of the Third Addendum Effective
Date.
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SCIVANTA MEDICAL CORPORATION
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THE
RESEARCH FOUNDATION OF
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STATE
UNIVERSITY OF
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NEW
YORK
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By:
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/s/
Xxxxx X. XxXxxxx
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By:
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/s/
Xxxxxxx X. Xxxxxxx
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Xxxxx
X. XxXxxxx
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Xxxxxxx
X. Xxxxxxx
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Title: President
and Chief Executive Officer
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Title:
Associate Vice Xxxxxxx, STOR
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XXXXXX
X. XXXXXX, M.D.
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CLAS
X. XXXXXXXX, M.D., Ph.D.
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/s/
Xxxxxx X. Xxxxxx
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By:
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/s/
Clas X. Xxxxxxxx
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Xxxxxx
X. Xxxxxx, M.D.
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Clas
X. Xxxxxxxx, M.D.,
Ph.D.
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