Exhibit 10.4
Amendment #2
To the
THERMOENERGY CORPORATION
(LICENSEE)/BATTELLE MEMORIAL
INSTITUTE (BMI)
License Agreement (having an
effective date of December 30, 1997)
_________________________________________________________________________
Whereas,
LICENSEE has an opportunity to grant sublicenses under the License
Agreement but believes that the royalty currently provided by the
License Agreement makes the business case unattractive,
and
Whereas, BMI is
willing to amend the royalty terms to encourage commercialization
of the technology through sublicensing by LICENSEE,
Now, therefore,
the parties mutually agree, effective January 1, 2005 ,
that
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1.
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Articles 4A and
4B are hereby deleted and the following new Articles 4A and
4B are hereby added to the License Agreement :
A. In the event
LICENSEE or its sublicensee enters into an agreement with a
customer wherein the LICENSEE or its sublicensee will design, build
and/or, optionally, operate a municipal wastewater facility
licensed hereunder for a sum of money or other consideration which
includes optionally the sale of equipment and/or the payment of
continuing royalties related to the operation, LICENSEE agrees to
pay to BMI, (1) a lump sum of five percent (5%) of the cost
(p
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