***Section 4 of this Amendment has been omitted
pursuant to a request for confidential treatment and has been filed
separately with the U.S. Securities and Exchange
Commission.
Amendment #2
To
License Agreement 2003-03-0433
This amendment
#2 ("Amendment #2") is made by and between Ocusense, Inc., a
Delaware corporation, having an address at 1820 Holmby Avenue, #4
Los Angeles, CA 90025 ("LICENSEE") 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"),
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").
This Amendment
#2 is effective on the date of the last signature ("Effective
Date").
RECITALS
WHEREAS, LICENSEE and UNIVERSITY previously entered into
License Agreement #2003-03-0433 ("License") as of March 12, 2003
for the commercial development of UCSD invention disclosure SD2002-
180 titled, "Volume Independent Tear Film Osmometer" ("Invention"),
and have previously entered into Amendment No.1 to the License
Agreement effective June 9, 2003;
WHEREAS, LICENSEE attests that as of the Effective Date
no sublicenses to License have been granted;
WHEREAS, LICENSEE attests that the first Licensed Product
under License which LICENSEE brings to market will require Food and
Drug Administration (FDA) approval;
WHEREAS, LICENSEE has made successful progress to date in
developing Invention for commercial use;
WHEREAS, in its efforts to develop market opportunities
for the Invention, LICENSEE has requested certain revisions and/or
clarifications to the License so as to facilitate LICENSEE's
establishment of meaningful distribution channels and strategic
partnerships, furthering the likelihood of realizing broad
commercial markets for Invention;
