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***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 mar
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