SECOND AMENDMENT TO TECHNOLOGY LICENSE AGREEMENT
Exhibit 10.41
SECOND AMENDMENT TO TECHNOLOGY LICENSE AGREEMENT
This SECOND AMENDMENT TO TECHNOLOGY LICENSE AGREEMENT (this “Second Amendment”) is dated June 8th, 2012, and is entered into by and between Celexion LLC (hereinafter referred to as “Celexion”) and BioAmber Inc., (formerly DNP Green Technology, Inc. and hereinafter referred to as “BIOAMBER”) with reference to the following facts:
WHEREAS, CELEXION and BIOAMBER entered into a Technology License Agreement with an effective date of September 25, 2010 (the “Agreement”) and an Amendment One to the Technology License Agreement dated March 15, 2012 (the “First Amendment”) (collectively, the Agreement and First Amendment are referred to in this Second Amendment as the “Existing Agreement”) pursuant to which BIOAMBER obtained an exclusive license to use Celexion Patent Applications.
WHEREAS, CELEXION and BIOAMBER desire to amend the Existing Agreement.
1. Article 2, Clause 2.1 of the Agreement is hereby deleted and replaced in its entirety with the following:
2.1 Subject to the terms and conditions of this Agreement, Celexion hereby grants to DNP Green an exclusive, worldwide, royalty bearing license in the Field of Use, with the right to sublicense, under and to the Licensed Intellectual Property, to develop, have developed, make, have made, use, sell or otherwise transfer, offer for sale, and/or import any Product, provided that any sublicensee has agreed in writing to be bound by terms no less strict than the terms of this Agreement and that DNP Green and such sublicensee must be in compliance with Sections 2.11 and 2.12.
[End of Agreement – Signatures on the following page]
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By: | /s/ Xxxx-Xxxxxxxx Huc |
Date: June 8, 2012 | ||||
Name: | ||||||
Title: |
CELEXION, LLC
By: | /s/ Xxxxx X. Xxxxxx |
Date: 6/8/2012 | ||||
Name: | Xxxxx X. Xxxxxx | |||||
Title: | CEO |
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