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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