EXHIBIT 10.6
AMENDMENT
TO
TRADEMARK LICENSE AGREEMENT
The parties to that certain "Trademark License Agreement" dated October
23, 1998, between SurgiJet, Inc., a California corporation ("Company") as the
licensor and VisiJet, Inc., a California corporation, as the licensee
("Licensee") agree that the following amendment and additions are hereby
inserted into the agreement as set forth hereinbelow. To the extent that
paragraphs of the agreement are amended and restated herein, each amended and
restated paragraph supersedes the corresponding paragraph in the agreement, and
the remainder of the agreement remains in full force and effect as written.
1. Paragraph 3.1 is hereby amended to read as follows:
3.1 As consideration for the License granted hereunder, LICENSEE shall
pay COMPANY the Running Royalties pursuant to that certain Technology
License Agreement between the LICENSEE and COMPANY, dated October 23,
1998, as amended.
Paragraphs 3.2, 3.3, 3A-1, and 3A-2 are deleted in their entirety.
2. Paragraph 9 is amended and restated as follows:
9. This Agreement and the license granted therein are personal to the
LICENSEE, and LICENSEE may not assign any of the rights granted to the
LICENSEE under this agreement without the advance written consent of
the COMPANY. Notwithstanding the immediately foregoing, a merger of the
LICENSEE with Ponte Nossa Acquisition Corp., or its subsidiary, shall
not constitute an assignment for the purposes of this Agreement.
3. The trademark "OcuJet" is deleted from Exhibit A of the Agreement, as the
prosecution of that trademark has been abandoned by the Company, and the
trademark is not owned by any affiliated parties of the Company.
4. The parties acknowledge and agree, as of the date of this Amendment, that (i)
the Trademark License Agreement is in full force and effect, (ii) there are no
defaults under the Trademark License Agreement or facts or circumstances which,
after the passage of time, would constitute a default, and (iii) there are no
amounts due from Licensee under the Trademark License Agreement. The parties
further agree that the amendments set forth hereinabove shall become effective
only upon approval of the shareholders of the Company. The parties acknowledge
that Licensee is a party to an Agreement and Plan of Merger with Ponte Nossa
Acquisition Corp., or its subsidiary, and the status of the Trademark License
Agreement and this Amendment is a material factor in the contemplated
transaction. Accordingly, Company and Licensee agree that neither the Trademark
License Agreement nor this Amendment may be amended, modified or terminated
without the prior written consent of Ponte Nossa Acquisition Corp.; provided,
however, that this consent requirement shall terminate if the transaction
contemplated by the Agreement and Plan of Merger have not been completed by
August 30, 2003.
IN WITNESS WHEREOF, the parties hereto have executed this amendment in
duplicate originals by their duly authorized officers or representatives.
Date: November 6, 2002
COMPANY:
SurgiJet, Inc.
By: /s/ Xxxxx Xxxxxxx
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Title: Chairman & CFO
LICENSEE:
Visijet, Inc.
By: /s/ Xxxxx Xxxxxxx
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Title: Chairman & CFO
The undersigned agrees to be bounded by the foregoing Amendment:
Ponte Nossa Acquisition Corp.
By: /s/ Xxxxx Xxxxxxxxx, CEO
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