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EXHIBIT 10.30
FIRST ADDENDUM TO
EXCLUSIVE LICENSE AGREEMENT
FOR HOME USE TECHNOLOGY
THIS FIRST ADDENDUM TO EXCLUSIVE LICENSE AGREEMENT is by and between
DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC., ("DMD") a corporation having a
principal place of business in Westlake Village, California and CHRYSALIS
DENTAL, INC., a corporation having a principal place of business in Salt Lake
City, Utah ("CDI").
WHEREAS DMD and CDI entered into an Exclusive License Agreement for
Home-use technology dated September 29, 1999 ("Home-use Agreement"); and
WHEREAS DMD and CDI are desirous of adding certain terms as an addendum to
the terms of the Home-use Agreement:
THEREFORE the parties agree as follows:
X. XXXXX OF LICENSE AND RIGHT OF FIRST REFUSAL
Add paragraph 1.5 as follows:
"1.5 In the event CDI or its designated manufacturer is unable to fill
DMD's requirements as set forth in paragraph 2.1d ("CDI Inability"), CDI shall
ensure implementation of Backup Manufacturing by a third party of the New
Home-use Whitening Products. Backup Manufacturing shall mean (1) to identify a
subcontractor of CDI, a third party manufacturer, within eight weeks of CDI's
Inability and to whom all necessary licenses, technology and know-how required
to manufacture New Home-use Whitening Product can be provided, or after eight
weeks to manage and control manufacture by a subcontractor identified by DMD,
and/or (2) to ensure that DMD's requirements for New Home-use Whitening Products
are met within one hundred and twenty days. As soon as CDI has renewed or
greater manufacturing capability so as to be able to fill DMD's requirements.
CDI may phase out or terminate Backup Manufacturing.
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II. CONSIDERATION AND PAYMENT
Add paragraph 2.1d. iii. as follows as consideration for the
addition of paragraph 1.5:
"iii. the price set forth in paragraphs 2.1d. i-ii shall be
adjusted from time-to-time during the term of the Home-use Agreement for
reasonable increases in cost of materials, of production or of labor, or, for
reasonable cost-of-living increases. Adjustment(s) in price pursuant to this
subparagraph shall not alone constitute a basis for invoking the contingency of
paragraph 1.5. If New Home-use Whitening Products are manufactured by an entity
other than CDI or CDI's designee, DMD shall nevertheless continue to pay the
royalties of sections 2.1b and 2.1e. to CDI."
XI. GENERAL PROVISIONS
11.5 In no event shall CDI Inability be caused (1) by DMD placing an
order more than fifty percent greater than the average of the previous six
months; (2) by any other act or request of DMD related to changes in product
packaging necessitating product redesign or configuration or the purchase of
different manufacturing equipment; (3) by any act or inability of a third party
supplier of materials to supply materials, including, but not limited to
embargoes, strikes, transportation strikes, government restrictions on trade,
and the like; or (4) any act of God or force majeure, any of which cause delays
or impedes manufacturing or delivery and which cause would equally delay or
impede manufacturing or delivery by another.
Date: November 15, 1999
CHRYSALIS DENTAL, INC. DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC.
/s/ XXXX X. XXXXXXXX /s/ XXXXXX X. XXXXXXXXX
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XXXX X. XXXXXXXX, D.D.S. XXXXXX X. XXXXXXXXX, CEO
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