Alex Fassbender c/o ThermoEnergy Corporation Little Rock, AR 72201
Exhibit
10.2
Xxxx
Xxxxxxxxxx
c/o
ThermoEnergy Corporation
000
Xxxx
Xxxxxxx Xxx.
Xxxxxx
Xxxx, XX 00000
December
17, 2007
To:
Quercus Trust
0000
Xxxxxxx Xxxx.
A109 –
PMB 000
Xxxxx
Xxxx, XX 00000
To:
ThermoEnergy Corporation
000
Xxxx
Xxxxxxx Xxx.
Xxxxxx
Xxxx, XX 00000
Dear
Sirs:
Reference
is made to the patent license agreement between myself and ThermoEnergy
Corporation (the “Company”) dated October 1, 2003 (the "Agreement"). As a direct
inducement to Quercus Trust to invest at least $5 million in the Company, and
in
consideration of the personal benefit to me of such investment, I agree to
the
following modifications to the Agreement, to take effect upon the date of
Quercus Trust's initial $5 million investment in the Company (which
modifications shall be deemed to be an amendment to the Agreement and as to
which Quercus Trust shall be an intended third party beneficiary):
1.
I irrevocably and forever waive my termination rights under Sections 5 and
10(E) of the Agreement.
2.
I agree that under Section 13 of the Agreement, the Agreement may be assigned
or
transferred by the Company with my consent, not to be unreasonably withheld.
Notwithstanding the foregoing, the Agreement may be assigned or transferred
without requiring my consent in the following circumstances: in connection
with
a merger or other reorganization of the Company, a transfer of all or a
substantial part of the assets of the Company including the technology licensed
under the Agreement, or the sale of the business operations to which the
Agreement relates, or if there are two or more business operations utilizing
the
licensed technology, in connection with a transfer of partial rights under
the
Agreement. I further agree under such Section that I shall not be permitted
to
transfer the Agreement or my rights thereunder without the consent of the
Company, which shall not be unreasonably withheld.
Except
as
modified hereby the Agreement remains in full force and effect.
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Yours
truly:
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AGREED
& ACKNOWLEDGED:
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/s/
Xxxxxxxxx Xxxxxxxxxx
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ThermoEnergy
Corporation
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By:
/s/ Xxxxxx Xxxxxx
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