Exhibit 10.1
AMENDMENT TO
LICENSE AGREEMENT
This Amendment to License Agreement
(“Agreement”) made as of June 1, 2006 by and
between SCOLR Pharma, Inc., a Delaware corporation formerly known
as Nutraceutix, Inc. (hereafter referred to as
“Company”), and Temple University – Of The
Commonwealth System of Higher Education (hereinafter referred to as
“Temple”).
WITNESSETH:
WHEREAS, the Company and Temple
entered into a License Agreement effective September 6, 2000,
as amended on October 1, 2002, relating to the grant of an
exclusive worldwide license of Temple’s interest in United
States Patent Application No. 09/037,096, any patents issuing
therefrom and any foreign counterparts thereof (“License
Agreement”);
WHEREAS, Viness Pillay and Reza
Fassihi are the named inventors of Patent;
WHEREAS, Temple’s Invention
and Patent Policy last amended November 14, 1989 (hereafter
referred to as the “Policy”), Temple is the assignee of
the entire right, title and interest in the Patent and its foreign
counterparts (hereafter referred to, collectively as the
“Patent Rights”). Temple’s rights in the Patent
Rights are subject to the Inventors’ rights under the Policy,
which provides, inter alia , that “The net income to
the University [Temple] from a royalty agreement or other agreement
resulting from the invention will be distributed as follows: 50% to
the Inventor(s) and 50% to the University
[Temple]…”;
WHEREAS, the Inventors have agreed
to waive certain payments from Temple in consideration of a lump
sum payment from the Company; and
WHEREAS, Temple has agreed to modify
certain royalty and other payment obligations in consideration of
the waiver from the Inventors and the payment from the Company to
the Inventors.
NOW, TH
