Contract
Amendment
No. 1 dated as of July 13, 2006 to Sub-License, Development and Technology
Transfer Agreement dated May 25, 2005 (the “Sub-License Agreement”) between Sea
Change Group, LLC, a New York limited liability company (“Licensor”) and
Innopump, Inc., a Nevada corporation (“Licensee”).
RECITALS
Licensee
and Licensor, having entered into the Sub-License Agreement, now wish to amend
certain provisions of the Sub-License Agreement regarding the due dates and
amount of payments to be made by Licensee to Licensor pursuant to the provisions
of the Sub-License Agreement.
NOW
THEREFORE, in consideration of the premises, the parties hereto agree as
follows:
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1.
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Change
in Installment Payments. Paragraph 4 of the Sub-License Agreement
is
hereby amended by restating Subparagraphs 4.1 and 4.2 as
follows:
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“4.1
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One
Hundred Fifty Thousand Dollars ($150,000) upon the merger of Licensee
with
Pump Acquisition Corp., a wholly owned subsidiary of xxxxxxxxxxxxx.xxx,
Inc.( but in no event later than October 31,
2006);
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| 4.2 |
One
Hundred Fifty Thousand Dollars ($150,000) on March 31,
2007;”
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2.
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Increased
Amount. Paragraph 5.2 of the Sub-License Agreement is hereby amended
by
replacing the amount “$100,000,000" appearing in the first sentence with
the amount “$105,000,000", as the amount of gross revenues upon which a
three per cent (3%) royalty is
payable.
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3.
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Additional
Royalty. Paragraph 5.2 of the Sub-License Agreement is hereby further
amended by insertion of the following as new third and fourth
sentences:
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“In
addition to the payments contemplated above in this Paragraph 5.2, Licensee,
after its receipt of the first $105,000,000 in gross revenues, shall pay to
the
Licensor a royalty of three (3%) percent on the next $25,000,000 of gross
revenues received by Licensor from exploitation of the Licensed Products under
the Amended and Restated License Agreement, calculated and paid in the same
manner as royalties are due the Original Licensor (“Additional Royalty
Payments”). Notwithstanding the foregoing, during the period commencing upon
execution hereof and ending August 1, 2007, Licensee shall have the right,
at
any time and from time to time, to prepay to Licensor any part or all of the
Additional Royalty Payments due pursuant to this Paragraph 5.2 at a discounted
amount equal to eighty per cent (80 %) of the face amount prepaid (i.e., a
$
80,000 prepayment shall reduce the balance of Additional Royalty Payments owing
by $100,000). Any such prepayments shall be applied in the inverse order of
maturity.”
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4
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Effect
of Amendment. Except as amended hereby, the Sub-License Agreement
shall
remain unmodified and in full force and effect, and is ratified and
confirmed in all respects.
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5.
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Entire
Agreement. This Amendment together with the Sub-License Agreement
constitute the full and entire understanding and agreement between
Licensor and Licensee with regard to the subjects set forth in the
Sub-License Agreement.
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6.
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Headings.
The headings contained in this Amendment are for convenience of reference
only and are not to be given any legal effect and shall not affect
the
meaning or interpretation of this
Amendment.
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IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
written above.
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SEA
CHANGE GROUP, LLC
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INNOPUMP,
INC.
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By:
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By:
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Name: |
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Name:
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Title:
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Title:
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