AMENDMENT TO LICENSE AGREEMENT
AMENDMENT
TO
This
FOURTH
AMENDMENT TO THE LICENSE AGREEMENT (this
“Amendment”),
is
made effective as of May 2, 2007 by and between The Xxxxx Xxxxxxx University,
a
corporation of the State of Maryland, having a principal place of business
at
0000 X. Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000-0000 (“JHU”),
and
EyeTel Imaging, Inc., a Delaware corporation (the “Company”)
(each
of JHU and the Company, a “Party”),
having a principal place of business at 0000 Xxxxxxxx Xxxx, Xxxxxxxx, XX
00000.
RECITALS
The
Parties have entered into that certain License Agreement between the Parties
dated January 14, 1997, as further amended by a first letter amendment dated
October 21, 1997, a second letter amendment dated June 2, 1999 and a third
amendment dated May 5, 2004 (collectively, the “Agreement”),
pursuant to which the Company has licensed certain intellectual property from
JHU.
The
Parties desire to amend the Agreement as set forth herein.
Capitalized
terms used herein without definition shall have the meanings given to such
terms
in the Agreement.
AGREEMENTS
|
1.
|
Exclusive
Rights.
The Parties acknowledge that the Company has elected not to pursue
foreign
patent applications with respect to the Patent Rights in Canada and
the
European Union, but the Parties agree that, notwithstanding anything
to
the contrary in Section 8.1 of the Agreement, the Company shall still
have
an Exclusive License in each such jurisdiction.
|
|
2.
|
Registration
Rights.
The Parties agree that any piggy back registration rights in favor
of JHU
referred to in the Agreement or the Stock Subscription Agreement
are null
and void.
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3.
|
Ratification.
Except as otherwise modified by this Amendment, the provisions of
the
Agreement shall continue to be and remain in full force and
effect.
|
|
4.
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Counterparts.
This Amendment may be executed in one or more counterparts (including
by
facsimile). Each such counterpart shall be deemed an original, and
all of
such counterparts together shall be one
instrument.
|
|
5.
|
Governing
Law.
This Amendment shall be governed by and construed in accordance with
the
laws of the State of Maryland.
|
IN
WITNESS WHEREOF,
the
parties hereto have caused this Amendment to be executed as of the date first
set forth above.
| EYETEL IMAGING, INC. | ||
| |
|
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| By: | /s/ Xxxx X. Xxxxxxxxx | |
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Print Name: Xxxx X. Xxxxxxxxx |
||
| Title: President and Chief Executive Officer | ||
| THE XXXXX XXXXXXX UNIVERSITY | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxxxxx | |
|
Print Name: Xxxxxx X. Xxxxxxxxx |
||
| Title: Executive Director | ||
