SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT
This Second Amendment made and entered into effective this 1st day of
September, 1998, by and between Xxxxx Xxxxxxxxx ("Xxxxxxxxx") and Oxboro
Medical International, Inc., a Minnesota corporation ("Company").
WITNESSETH:
WHEREAS, Xxxxxxxxx and the Company entered into an exclusive license
agreement effective as of the first day of April, 1990 (the "License
Agreement"); and
WHEREAS, Xxxxxxxxx and the Company entered into a First Amendment to
Exclusive License Agreement effective the first day of November, 1995; and
WHEREAS, Xxxxxxxxx and the Company desire to amend the License Agreement
to set forth the number of days that the Company has to accept or reject
products submitted by Xxxxxxxxx to the Company under the License Agreement.
NOW THEREFORE, the parties hereto, in consideration of the above
recitals and in further consideration of the terms and conditions set forth
below, agree as follows:
1. Article VII of the License Agreement entitled "General Provisions"
shall be amended by the addition of the following subparagraph:
7.8. Xxxxxxxxx agrees to offer to the Company, in writing, all
products, concepts, and ideas that he may develop until August
31, 2000, that are within the same category as, or similar to,
the products the Company is marketing as of September 1, 1998,
and the Company shall determine, within forty-five (45) days,
whether it is interested in obtaining the rights to and
developing and marketing such product, concept or idea. If
within said forty-five (45) days of the Company's receipt of
Xxxxxxxxx'x written offer the Company has not advised
Xxxxxxxxx in writing that it has determined to pursue
development and marketing of the product, concept, or idea,
Xxxxxxxxx shall be entitled to offer it to any third party.
Company will pay Xxxxxxxxx or his heirs or personal
representative Royalties as set forth in Article 4.1 of the
License Agreement on the NET SALES PRICE of all PRODUCTS and
Additional Products after the date of Xxxxxxxxx'x death,
disability or retirement.
The Company will have the option at any time to cease paying
Royalties to Xxxxxxxxx with respect to any individual item
included in the PRODUCTS or the Additional Products by
transferring all rights to such item back to Xxxxxxxxx and
cease to manufacture, market and sell such PRODUCTS or
Additional Products. The Company will also have the right to
maintain its exclusive license to an individual item included
in the PRODUCTS or the Additional Products, even if such item
is defined as no longer sold by the Company, by paying to
Xxxxxxxxx an amount equal to four percent (4%) times the
average annual NET SALES PRICE for the item over the Company's
three (3) preceding fiscal years for each year that the
Company wishes to maintain its exclusive license.
Except as hereby amended or as otherwise amended and signed by the
parties to such Agreement, the Exclusive License Agreement remains in full
force and effect.
IN WITNESS WHEREOF, the parties have executed this Second Amendment to
the Exclusive License Agreement as of the day and year first above written.
OXBORO MEDICAL INTERNATIONAL, INC.
By /s/ Xxxxxx X. Xxxxx
--------------------------------
Its Chairman of the Board
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XXXXXXXXX
/s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
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