Exhibit 10.35
AMENDMENT
TO
LICENSE AGREEMENT
This Amendment to that certain Amended and Restated License Agreement
(the "AGREEMENT"), effective October 17, 2001, by and between SB OPERATING CO,
INC., a Delaware corporation ("SUREBEAM"), and THE TITAN CORPORATION, a Delaware
corporation ("LICENSEE") is entered into this 17th day of October 2001.
WHEREAS, SureBeam and Licensee have agreed to amend the Agreement as
follows:
ARTICLE 4, SECTION 1 is hereby amended in its entirety to read as
follows:
4.1 LICENSE FEE. Licensee shall pay SureBeam a license fee in the
amount of eight million dollars ($8,000,000). Licensee shall pay SureBeam an
initial installment of this license fee ("INITIAL INSTALLMENT") in the amount of
four million dollars ($4,000,000) on or before September 30, 2001, and shall pay
SureBeam the remaining four million dollars ($4,000,000) in four equal
installments of one million ($1,000,000) each on March 31, 2002, June 30, 2002,
September 30, 2002 and December 31, 2002. Notwithstanding the above, Licensee
may pay any or all amounts due hereunder prior to the above-mentioned dates at
its sole discretion. SureBeam acknowledges that the Initial Installment has been
received in full by SureBeam prior to the Effective Date, and that the
obligations of Licensee with respect to the Initial Installment have been fully
discharged. The Parties agree and acknowledge that the license fee is
nonrefundable.
The Agreement shall remain the same in all other respects.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers, duly authorized as of the day and year
first above written.
SB OPERATINGCO., INC.
a Delaware corporation
By: /s/ Xxxxx X. Xxxx
-------------------------------------
Xxxxx X. Xxxx
Senior Vice President and
Chief Financial Officer
THE TITAN CORPORATION
a Delaware corporation
By: /s/ Xxxx X. Xxxx
-------------------------------------
Xxxx X. Xxxx
Senior Vice President, Chief
Financial Officer and
Treasurer
[AMENDMENT TO LICENSE AGREEMENT SIGNATURE PAGE]
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