Exhibit 10.107
Carnegie Mellon [LOGO] OFFICE OF ASSOCIATE XXXXXXX
RESEARCH AND ACADEMIC ADMINISTRATION
CARNEGIE MELLON UNIVERSITY
000 XXXXXX XXXX
0000 XXXXXX XXXXXX
XXXXXXXXXX, XXXXXXXXXXXX 00000-0000
PHONE: 000-000-0000
FAX:000-000-0000
June 11, 2004
Letter No. USS-6217-04-JWK-001
Ultrastrip Systems Incorporated
3515 S. E. Lionel Terrace
Stuart, Fl 34997
Attention: Xx. Xxxxxxxxxx Xxxxxx
Subject: Development Agreement, Modification No. 07
Enclosure: (1) Subject Modification, one original
Dear Xx. Xxxxxx,
Carnegie Mellon University is pleased to provide the enclosed modification
which has been duly executed by Xxxxx Xxxxxxx, Associate Xxxxxxx for Research
and Academic Administration.
Please do not hesitate to contact me or Xx. Xxxx Xxxxx should you have any
questions regarding this agreement or modification.
Sincerely,
Xxxxxx X. Xxxxxxxxxxxxx
Contracts Officer
000-000-0000
xxxxxxx@xxxxxx.xxx.xxx
AMENDMENT No. 07
To DEVELOPMENT AGREEMENT
Between
ULTRASTRIP SYSTEMS INCORPORATED
AND CARNEGIE MELLON UNIVERSITY
(dated September 3, 1999)
(NOTE: Amendment No. 06 dated October 25, 2001)
Carnegie Mellon University ("CMU") and Ultrastrip Systems Incorporated,
("COMPANY") having entered into a Development Agreement with an effective start
date of September 3, 1999 and in accordance with the terms and conditions of
such Development Agreement, CMU and COMPANY now wish to modify the following
clauses of the Development Agreement (which, including Amendments No. 1 through
No. 06, is collectively referred to herein as the "Development Agreement'). Any
capitalized terms not otherwise defined herein shall have the meanings given to
them in the Development Agreement.
1. Statement of Work - Modified as follows:
COMPANY and CMU have agreed that the research performed by CMU under
tasks 1.1 through 1.6 of the Development Agreement have been
satisfactorily completed as modified in Attachment A to this
Amendment, which is marked as "Exhibit B".
All hardware, materials and equipment identified under Attachment A
items 3, 4, and 10 were either partially previously shipped or
recently shipped via COMPANY truck from CMU on 13 May 2004, and
completes all performance obligations of CMU under the Development
Agreement.
3. Period of Performance - Modified as follows:
The period of performance of the Development Agreement is 1 August
1999 - 30 August 2004.
5. Costs and Payments - Modified as follows:
Attachment A to this Amendment No. 7 which is marked as "Exhibit B"
summarizes financial payments made by, and credits provided from,
COMPANY to CMU for full and complete compensation for the research
efforts performed by CMU under the Development Agreement. The final
payment for all research efforts under Items 1.1 through 1.6 herein,
is $305,091.00, which COMPANY agrees to pay in two installments. The
first payment of $50,000 shall be paid to CMU by 15 June 2004; The
second (and final) installment of $255,091 shall be paid to CMU by
15 July 2004.
9. Licensing Options - Modified as follows:
Pursuant to the Development Agreement, COMPANY received a
non-exclusive license to use CMU Intellectual Property developed
under the Development Agreement and covered by a Disclosure for
COMPANY's internal operations and internal research use. The parties
understand and agree that although the research efforts required of
CMU will be completed as described above in Article 1. above,
COMPANY both desires and requests a further period of time in which
to evaluate the CMU Owned Intellectual Property to determine if
COMPANY is interested in negotiating an external, commercial license
from CMU as described in Section 9 of the Development Agreement. CMU
hereby grants to COMPANY a limited, exclusive option to evaluate the
technology and to negotiate a royalty-bearing license to
manufacture, use, sell or lease products and/or processes
incorporated in the CMU Intellectual Property ("Option"). The Option
shall exist and be exercisable by COMPANY during the period of time
commencing with the effective date of this Amendment No. 7 and
continuing for ninety (90) days, subject to extension by the parties
as described below (collectively, the "Option Period"). The Option
Period may be extended by mutual written consent of the parties for
an additional sixty (60) days. Any license agreement negotiated by
the parties pursuant to this Option will be based upon the
"Licensing Options" granted to COMPANY under the Development
Agreement.
Except as expressly revised and amended by this Amendment No. 07,
the Development Agreement is in all other respects in full force and
effect in accordance with its terms as modified.
IN WITNESS WHEREOF, the parties hereto have caused his Amendment No. 07 to be
executed by their duly authorized representatives as of the last date written
below.
CARNEGIE MELLON UNIVERSITY ULTRASTRIP SYSTEMS, INC.
[ILLEGIBLE] By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
President and CEO
Name and Title of Signer
Date June, 2, 2004
ATTACHMENT A
Exhibit B
l.) As of August 29, 2002 USSI was current with CMU
through Amendment 5.5 at $1,838,066 $1,838,066.00
2.) August 29, 2002 XXXX made a payment of: $14,585.00
3.) Amendment 5.6 - partial delivery
a. units 5 & 6 $265,858.00
b. starter kits 12,462.00
c. Subtotal $278,320.00
4.) "Raided parts" and unbudgeted resupply $70,411.00
5.) Balance of non-budgeted field support of $53,464.00 $27,034.00
is reduced by $26,430.00 line items for Lisnave items
which should have been included in previous invoices, and
various presentations for which XXXX paid out of pocket
expenses.
6.) Unbudgeted Product Improvements, $66,871.00 is rejected as $0.00
there are no signed change orders or amendments to cover.
7.) Amendment 5.6 product improvement tasks - $0.00
rejected in its entirety as many promised
deliverables not addressed. These were adequately paid for
in "5.6 partial" above.
8.) Current CMU inventory turn-over $117,411
9.) Credit for lift at CMU facility ($20,000.00)
Credit for shipping container at CMU facility ($2,000.00)
Credit for toolset at CMU facility ($1,500.00)
10.) Credit for computer hardware and software
which remains at CMU facility. $0.00
11.) Sub-total (items 3-10) $471,176.00
12.) less credit balance (item 2) ($14,585.00)
13.) less USSI check of 11/03 ($150,000.00)
14.) Balance due to CMU $305,091.00
Payment terms: Due 6/15/04 $50,000
Due 7/15/04 $255,091
