EXHIBIT 10.3
FIRST AMENDMENT
This First Amendment is made and entered into this 28th day of
December 1998 by and between the MASSACHUSETTS INSTITUTE OF TECHNOLOGY, a
corporation duly organized and existing under the laws of the Commonwealth of
Massachusetts and having its principal office at 00 Xxxxxxxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxxxxxx 00000, X.X.X. ("M.I.T.") and SOLIGEN TECHNOLOGIES, INC.
a corporation duly organized under the laws of the State of Wyoming and having
its principal office at 00000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx 00000
X.X.X. ("LICENSEE").
WHEREAS, M.I.T. and LICENSEE entered into a License Agreement on
October 18, 1991 (the "Prior Agreement");
WHEREAS, M.I.T. and LICENSEE Amended the Restated the Prior Agreement
as amended on August 8, 1996 ("8/3/96 License Agreement");
WHEREAS, M.I.T. and LICENSEE wish to correct for an accounting error
related to waiver of royalties due under the 8/3/96 License Agreement and the
Prior Agreement.
NOW, THEREFORE in consideration of the premises and the mutual covenants
containing herein, the parties hereto agree as follows:
1. Section 4.1(a) and (b) are deleted and replaced with the following:
4.1(a). Running Royalties in an amount equal to Four and One Half
Percent (4.5%) of Net Sales of the LICENSED PRODUCTS, metal
END-PRODUCTS, and LICENSES PROCESSES used, leased or sold by and/or for
LICENSEE; provided however that during the period commencing January 1,
1997 and terminating on December 15, 1999, M.I.T. shall waive the first
One Hundred Fifty Thousand Dollars ($150,000) of Running Royalties due
pursuant to this Paragraph.
2. Section 4.1(c) is re-designated 4.1(b).
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3. A new Section 4.1(c) shall be added as follows:
4.1(c). Beginning with calendar 2000 and in each year thereafter, if
LICENSEE shall not have paid M.I.T. at least Fifty Thousand Dollars
($50,000) in royalty payments pursuant to Section 4.1(a) and/or 4.1(b),
then LICENSEE shall, within 30 days of the end of the calendar year,
pay to M.I.T. the difference between Fifty Thousand Dollars ($50,000)
and the amount paid to M.I.T. pursuant to Section 4.1(a) and/or 4.1(b)
during the preceding year.
IN WITNESS WHEREOF, the parties have duly executed the Agreement the day and
year set forth below
MASSACHUSETTS INSTITUTE OF SOLIGEN TECHNOLOGIES, INC.
TECHNOLOGY
By: /s/ Xxxx X. Xxxxxx Xx. By: /s/ Xxxxxxx Xxxxx
Name: Xxxx X. Xxxxxx Xx. Name: Xxxxxxx Xxxxx
Title: Assistant Director Title: CEO
Technology Licensing Office
Date: December 22, 1998 Date: December 28, 1998
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