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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, THEREFORE, in consideration of the promises and the mutual
agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending
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