AMENDMENT TO LICENSE
AGREEMENT
This Amendment (herein, the “
Amendment ”) to that certain License Agreement dated
as of July 31, 2007 (the “ Agreement ”), is
entered into by and between Health Discovery Corporation, a Georgia
corporation (“HDC”) and Clarient, Inc., a Delaware
corporation (“Clarient”), effective as of January 13,
2009 (the “ Effective Date ”). All
capitalized terms not otherwise defined in this Amendment shall
have the meaning as set forth in the Agreement.
WHEREAS, the parties wish to amend the terms of
the Agreement as set forth in this Amendment in order to continue
their contractual relationship on a modified basis.
NOW, THEREFORE, in consideration of the mutual
covenants contained herein the parties agree to this Amendment of
the Agreement as follows:
1.
Article II.A of the Agreement is hereby amended and restated to
read in its entirety as follows:
A.
Grant of License .
1. As
of the Effective Date of this Amendment, HDC hereby grants to
CLARIENT a non-exclusive license, with the right to grant
sublicenses to Affiliates, and, upon prior approval by HDC, to
third parties under the Licensed Technology to import, make, have
made, use and sell any Licensed Product in the Field of Use within
the Licensed Territory with respect to both the commercial
reference laboratory field and the academic and research fields
. For purposes of clarity, the above grant shall include
the right for CLARIENT to incorporate the output and results from
the Licensed Product into other tests or algorithms.
2.
HDC grants to CLARIENT an exclusive
