|
EXHIBIT 10.23
AMENDMENT NO. 4
TO LICENSE AGREEMENT OF SEPTEMBER 27, 1996
BETWEEN THE REGENTS OF THE UNIVERSITY OF
CALIFORNIA AND
SCIENTIFIC LEARNING CORPORATION
COVERING TRAINING AIDS FOR THE REMEDIATION OF
LEARNING DISABILITES
Scientific Learning Corporation ("SLC") and The Regents of the
University of California (the "Regents") have entered into an
Exclusive License Agreement, dated as of September 27, 1996, as
amended by Amendment No. 1 effective as of January 1, 1999,
Amendment No. 2, dated as of September 13, 2001, the consent letter
dated August 7, 2003, and Amendment No. 3, effective September 30,
2003. Such Exclusive License Agreement, as thereby amended, is
collectively referred to herein as the "License Agreement".
Amendment
The Regents and SLC agree to further amend the License Agreement
as follows:
|
1.
|
Section 1.4 shall be amended to read in full as
follows:
|
"1.4 "Net Sales" shall be defined as set forth in
this Section 1.4.
|
1.4.1.
|
Subject to the provisions of sections 1.4.2
through 1.4.6 below, Net Sales means the total of the gross invoice
prices of Licensed Products sold or Licensed Methods performed by
the Licensee, an Affiliate, or a sublicensee, less the sum of the
following actual and customary deductions where applicable: cash,
trade, or quantity discounts; sales, use, tariff, import/export
duties or other excise taxes imposed on particular sales;
transportation charges and allowances; reserves for bad debts (not
to exceed 3%); and credits to customers because of rejections or
returns.
|
|
1.4.2.
|
Net Sales shall not include the invoice prices of
(i) services that relate to the Licensed Products such as training,
consulting, implementation, support and maintenance, so long as
such services themselves use Licensed Methods; or (ii) information
collection, analysis and reporting products and services that
relate to the information that is collected from the use of
Licensed Products, unless those products or services are themselves
covered by the Regents" Patent Rights; or (iii) assessment or
testing services sold with the Licensed Products or Licensed
Methods.
|
|
1.4.3.
|
When Licensee sells Licensed Products or Licensed
Methods in a single transaction with other products or services (a
"Bundled Sale"), Net Sales
|
|
