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Amendment #4
to
License Agreement 2003-03-0433
This amendment #
4 ("Amendment #4") is made by and between Ocusense, Inc., a
Delaware corporation, having an address at 12707 High Bluff Drive,
Second Floor, San Diego, Ca 92130 ("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 #4 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"), have previously entered into
Amendment No.1 to the License Agreement effective June 9, 2003,
have previously entered into Amendment No.2 to the License
Agreement effective September 5, 2005, and have previously entered
into Amendment No.3 to the License Agreement effective July 7,
2006;
WHEREAS, in the Recitals section
of Amendment No.3, LICENSEE committed to securing three million
dollars (US$3,000,000.00) in A round venture financing no later
than October 1 , 2006;
WHEREAS, diligent progress is
currently being made towards the raise of venture financing,
however efforts were not concluded as of October 1,
2006;
WHEREAS, in recognition of
LICENSEE's continued progress in securing reasonable venture
financing, the due date for said financing is mutually agreed upon
to be extended to February 1, 2007 with a minimum raise of outside
capital equal to two million dollars (US$2,000,000.00);
WHEREAS, UNIVERSITY is desirous
that LICENSEE achieve the broadest possible commercial success with
Invention
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