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AMENDMENT No.
1
dated
as of October 12, 2007
to
an existing LICENSE AGREEMENT (dated 2 February
2006)
_____________________________
Between:
IBt a
Societe Anonyme incorporated in Belgium, having its registered
office at 7180 Seneffe,
Rue
Jules Bordet 1, Zone Industrielle C, Belgium,
hereby
duly represented by its legal representatives John
Carden,
hereinafter
referred to as
“IBt”,
And:
IsoRay Medical Inc., incorporated
in Washington, USA, having its registered office at Richland, WA
99354-5411, 350 Hills Street,
Suite
106,
hereby
duly represented by its legal representatives Roger
Girard,
hereinafter
referred to as
“ISO”,
IBt
and ISO are hereinafter separately referred to as
“Party” and
jointly as
“Parties”.
WHEREAS,
ISO
and IBt are parties to an existing license Agreement dated 2
February 2006 regarding IBt’s polymer technology (the
“License Agreement”) according to which IBt grants
to ISO a license to produce certain products under certain
intellectual property rights.
The
parties wish to amend the License Agreement with the intent to
modify the terms of the compensation
paid by ISO in connection with the usage of IBt’s
polymer technology.
NOW, THEREFORE,
In
consideration of the premises and mutual covenants hereinafter
contained
IT HAS BEEN AGREED AS FOLLOWS:
1
DEFINITIONS
Unless
the context requires otherwise, capitalized words and
expressions in this agreement shall have the meaning set forth
in the License Agreement. In addition, in this Amendment
Agreement, the
following capitalized words and expressions shall have the
following meanings whether used in the
singular or in the plural:
“Amendment Agreement” means
the present amendment agreement to the License
Agreement.
“License Agreement” the
license Agreement entered into between the Parties on 2 February
2006
regarding
IBt’s polymer technology (including its
Schedules).
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2
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AMENDMENT TO THE LICENSE AGREEMENT
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2.1
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The
parties further agree to amend and restate Article 5 in its
entirety as follows:
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“5. LICENCE FEES AND PAYMENT IN LIEU OF
ROYALTY
In consideration for the rights granted to ISO pursuant to this
Agreement, ISO shall pay to IBt the
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