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UCSD Case No. SD2002-180
AMENDMENT NO.1 TO THE
LICENSE AGREEMENT
EFFECTIVE MARCH 12, 2003
BETWEEN OCUSENSE INC.
AND
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
FOR
INVENTION DOCKET NO. SD2002-180
"VOLUME INDEPENDENT TEAR FILM OSMOMETER"
This amendment to the agreement (this
"Amendment") is made by and between OcuSense Inc. located at 1820
Holmby Avenue #4, Los Angeles, California 90025 ("OCUSENSE") and
The Regents Of The University Of California, a California
corporation having its statewide administrative offices at 1111
Franklin Street, Oakland, California 94607-5200 ("University"), as
represented by its San Diego campus having an address at University
of California, San Diego, Technology Transfer & Intellectual
Property Services, Mail-code 0910, 9500 Gilman Drive, La Jolla,
California 92093-0910 ("UCSD").
When signed by both parties, this Amendment is
effective as of the date of the last signature below ("Effective
Date").
Whereas, OCUSENSE and University entered
into a license agreement for the UCSD Case cited above, UC Control
No. 2003-03-0433, effective March 12, 2003
("Agreement");
Whereas, OCUSENSE and University wish to
amend the Agreement to include certain corrections and
modifications.
NOW THEREFORE, in consideration of the mutual
covenants and premises contained herein, the receipt and
sufficiency of which is hereby acknowledged, the parties amend the
Agreement as follows:
1. Section 1.5 of the Agreement is hereby amended
in its entirety to read as follows:
1.5
"Patent Rights" means any of the following:
the US provisional patent application
(Serial No. 60/401,432 titled "Volume Independent Tear Film
Osmometer") disclosing and claiming the Invention, filed by
Inventor on or about August 6, 2002 and assigned to UNIVERSITY; and
any conversions or utility patent applications claiming priority to
the provisional patent application, including U.S. patent
application Serial No. 10/400,617 filed on or about March 25, 2003,
and any continuing applications of such conversion or utility
patent applications including reissues, extensions, substitutions,
continuations, divisions, and continuation-in-part applications
(only to the extent, however, that claims in the
continuation-in-part applications are entirely supported in the
specification and entitled to the priority date of the parent
application); and any corresponding foreign applications or
patents, including PCT Application No. PCT/US03/09553PCT filed on
or about March 25, 2003; and all patents filed by UNIVERSITY having
claims which are supported by specifications of such provisional
and utility applications.
2. Section 5.2 of the Agreement is hereby amended
in its entirety to read as follows:
5.2 Patent
Infringement.
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(a)
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If LICENSEE learns of any substantial
infringement of Patent Rights, LICENSEE shall so inform UNIVERSITY
and provide UNIVERSITY with reasonable evidence of the
infringement, and UNIVERSITY hereby agrees to take no action for at
least ninety (90) days thereafter. If UNIVERSITY, to the extent of
the actual knowledge of the Licensing Officer responsible for
administration of the Agreement, learns of any substantial
infringement of Patent Rights, UNIVERSITY shall so inform LICENSEE
and provide LICENSEE with reasonable evidence of the infringement,
and LICENSEE hereby agrees to take no action for at least ninety
(90) days thereafter. Neither party shall notify a third party of
the infringement of Patent Rights without the consent of the other
party. Both part
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