AMENDMENT NO. THREE, WAIVER AND CONSENT
THIS AMENDMENT NO. THREE, WAIVER AND CONSENT (hereafter the "Amendment")
is made by and between Toomim Research Group, a partnership ("Licensor") and
MYO DIAGNOSTICS, INC. (hereafter "Licensee"), with reference to the following
recitals:
RECITALS
A. WHEREAS, Licensor and Licensee are parties to that certain Licensing
Agreement, dated as of October 31, 1993, amended by Amendment No. One dated
December 23, 1994 and by Amendment No. Two dated November 30, 1995
(hereinafter in total referred to as the "License Agreement"); and
B. WHEREAS, the License Agreement was assigned by Licensee to Myo
Diagnostics, Ltd., a Limited Partnership, a California partnership, (the
"Partnership") with the consent of the Licensor; and
C. WHEREAS, the Partnership has dissolved and the License Agreement has
been assigned to the Licensee; and
D. WHEREAS, Licensor and Licensee desire to amend the License Agreement
in certain respects, and Licensor is willing to waive compliance with certain
provisions of the License and consent to the assignment of the License
Agreement to Licensee;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
AGREEMENT
1. In the event the license contemplated in the Licensing Agreement is
conveyed or assigned to any third party for any reason whatsoever as a result
of (a) the Licensee becoming insolvent or failing generally to pay its debts
as they become due; or (b) the assignment by Licensee of Licensee's property
for the benefit of Licensee's creditors or the appointment of a receiver for
any part of Licensee's property; or (c) the filing of any proceeding under
any bankruptcy or insolvency law which shall have been commenced by or
against Licensee, the Royalty Payments described in Paragraph 5 of the
Licensing Agreement shall remain in full force and effect and shall not in
any way be voided as a result of the occurrence of the foregoing events.
2. Paragraph 15 (b), Paragraph 15(c) and Paragraph 15(d) of the
License Agreement are hereby deleted.
3. Licensor hereby represents and warrants to Licensee that this
Amendment has been duly executed and delivered by Licensor and that the
License Agreement, as amended or modified by this Amendment constitutes the
legal, valid, and binding obligation of Licensor, enforceable against
Licensor in accordance with its terms.
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4. Licensee hereby represent and warrants to Licensor that this
Amendment has been duly executed and delivered by Licensee and that the
License Agreement, as amended or modified by this Amendment constitutes the
legal, valid, and binding obligation of Licensor, enforceable against
Licensor in accordance with its terms.
5. This Amendment may be executed in two or more counterparts and by
different parties in separate counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the Parties hereto have executed and delivered this
Amendment as of the date and year set forth opposite their respective
signatures below.
READ AND AGREED:
TOOMIM RESEARCH GROUP MYO DIAGNOSTICS, INC.
(Licensor) (Licensee)
Dated: April 6, 1998
By: By:
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Xxxxxxx Xxxxxx Signature
By: Xxxxxx X. Xxxxx, President
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Xxxxxx X. Xxxxxxxxxxx Printed Name and Title
By: April 6, 1998
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Xxxxxx X. Xxxxx Date
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