Exhibit 10.36
THIRD AMENDMENT TO LICENSE
AGREEMENT
This Third Amendment to License
Agreement (“Amendment”), dated 10 August 2006
(“Amendment Date”), is by and among Tissue Repair
Company (“LICENSEE”), the Regents of the University of
Michigan (“MICHIGAN”) and Cardium Biologics, Inc.
(“BUYER”).
WHEREAS, Matrigen, Inc.
(“Matrigen”), and MICHIGAN entered into a license
agreement dated 13 July 1995; which license agreement was
assigned by Matrigen, to Prizm Pharmaceuticals, Inc.
(“Prizm”) in March of 1998; after which Prizm changed
its name to Selective Genetics, Inc. (“Selective
Genetics”); and after which LICENSEE accepted all the rights
and responsibilities of Selective Genetics under such license
agreement as of 16 March 2005.
WHEREAS, the parties desire to
modify certain provisions of such license agreement (as amended
10 August 1995, and 1 February 2004, “License
Agreement”) as provided herein.
WHEREAS, Matrigen and MICHIGAN
entered into a roundtable research agreement dated 13 July
1995; which roundtable research agreement was assigned by Matrigen
to Prizm Pharmaceuticals, Inc. (“Prizm”) in March of
1998; after which Prizm changed its name to Selective Genetics,
Inc. (“Selective Genetics”); after which such
roundtable research agreement was amended in 12 February,
2004; after which LICENSEE accepted all the rights and
responsibilities of Selective Genetics under such roundtable
research agreement as of 16 March 2005; and after which such
roundtable research agreement was terminated effective as of
June 30, 2005.
WHEREAS, Cardium Therapeutics, Inc.,
BUYER and LICENSEE are entering into an Asset Purchase Agreement
(the “Asset Purchase Agreement”) pursuant to which
BUYER will purchase from LICENSEE substantially all of the assets,
properties, rights and claims of LICENSEE’s business
including the License Agreement, on the terms and conditions of the
Asset Purchase Agreement.
WHEREAS, the parties desire to
confirm that the License Agreement is separate from the
previously-terminated roundtable research agreement and that the
License Agreement, as it is to be transferred to BUYER, is
not intended to incorporate or impose upon BUYER any
liabilities or obligations pursuant to the roundtable research
agreement.
NOW THEREFORE, the parties hereby
agree as follows:
1. Paragraph 2.3 shall be amended by
deleting clause (b) in its entirety and replacing it with the
following:
(b) was conceived or made
solely as defined by U.S. Patent law by one or more employees of
MICHIGAN in the performance of the Roundtable Research Agreement
effective as of the 1st day of July 1995 (as amended, restated or
extended from time to time), by and between MATRIGEN and
MICHIGAN;
1
2. With regard to Paragraph 4.5 of
the License Agreement (which related solely to the roundtable
research agreement), the License Agreement to be assumed by BUYER
does not incorporate nor does it impose any liabilities or
obligations with regard to the roundtable research agreement nor
will the rights and interests of BUYER under this License Agreement
be in any way subject to reduction, forfeiture or default due to
any matters associated with the roundtable resear
