Exhibit 10.29.1
AMENDMENT ONE TO LICENCE/JOINT
DEVELOPMENT AGREEMENT
Effective as of
May 20, 2008, CYTORI THERAPEUTICS, INC., a Delaware corporation,
located at 3020 Callan Road, San Diego, CA 92121, U.S.A.
(“Cytori”), OLYMPUS CORPORATION, a Japanese
corporation, with its principal office at 2-43-2 Hatagaya
Shibuya-ku, Tokyo, Japan (“Olympus”), and
Olympus-Cytori, Inc. a Delaware corporation, located at 3020 Callan
Road, San Diego, CA 92121, U.S.A. (“NewCo”), agree as
follows:
RECITALS :
A. Cytori,
Olympus and NewCo entered into LICENCE/JOINT DEVELOPMENT AGREEMENT
as of November 4, 2005 (hereinafter called “the Original
Agreement”).
B. Cytori,
Olympus and NewCo agree to make certain modification to the
Original Agreement.
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Cytori,
Olympus and NewCo agree that Section 4.7 of the Original Agreement
shall be deleted in its entirety and the following inserted in its
place:
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Regulatory
Filings . The
Parties shall discuss in good faith the responsibilities of each
Party with respect to all appropriate, prudent and necessary
governmental filings, including, without limitation, Japan’s
Yakuji application, Food and Drug Administration applications and
CE mark applications, provided that, in cooperation and
collaboration with Olympus, Cytori shall be responsible for using
commercially reasonable efforts to seek Food and Drug
Administration approval in the Licensed Field for the Prototype of
Celution set forth in Schedule 1 of the Joint Venture
Agreement.
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Regulatory
Filings . Either Cytori or NewCo may be
identified as the holder of record of the device regulatory
approvals for the Final Product(s) in Japan’s Yakuji
application, Food and Drug Administration applications and CE mark
applications (“Holder”). Cytori shall at all times be
the owner of all such approvals, and shall maintain full discretion
as to which party shall be, or continue to be the Holder. NewCo
may, in its sole discretion, elect not to become, or not to
continue to be the Holder. For the avoidance of doubt,
in the event that NewCo becomes the Holder, during the term of this
Agreement and thereafter, NewCo shall have no obligation pay
anything to Cytori for being the Holder, and no marketing rights
are granted to NewCo as a result of its being the
Holder. In the event that Cytori desires to have any
third party be the holder of any such r
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