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EXHIBIT
10.42
THIRD AMENDMENT TO
LICENSE AGREEMENT
THIS THIRD
AMENDMENT TO LICENSE AGREEMENT (hereinafter referred to as this
“Third Amendment”) is made and entered into this
1A/4” day of August, 2005, by and between GEORGIA TECH
RESEARCH CORPORATION, a non-profit corporation organized and
existing under the laws of the State of Georgia and with offices at
Georgia Institute of Technology, 505 Tenth Street, Atlanta, Georgia
30332-0415 (hereinafter referred to as “GTRC”), and
SaluMedica, LLC, a Georgia corporation with offices at 112 Krog
Street, Suite 4, Atlanta, Georgia 30307 (hereinafter referred to as
“SM”), formerly known as Restore Therapeutics,
Inc.
W I T N E S S E T
H:
WHEREAS, GTRC and
SM entered into that certain License Agreement, dated the 5th day
of March, 1998, pursuant to which GTRC granted SM certain rights in
and to an invention entitled “Poly (Vinyl Alcohol)
Cryogel” and the methods employed in the production thereof
(hereinafter referred to as the “Invention”), which is
the subject of GTRC Invention Disclosure No. 1837, (hereinafter
referred to as “License Agreement”) and incorporated
herein by reference; and
WHEREAS, GTRC and SM entered
into the FIRST AMENDMENT TO LICENSE AGREEMENT on the 18th day of
November, 1998; and
WHEREAS, GTRC and
SM entered into the SECOND AMENDMENT TO LICENSE AGREEMENT on the
28th day of February, 2005; and
WHEREAS, GTRC and SM have
agreed to further amend the terms of said License Agreement in
order to give SM the ability to further commercialize the
Technology (as defined in the License Agreement); and
NOW THEREFORE, in
consideration of mutual covenants and agreements set forth herein
and the sum of one dollar ($1.00) paid to GTRC by SM, the receipt
and sufficiency of which are hereby acknowledged, and intending to
be legally bound, GTRC and SM do hereby mutually agree to amend the
License Agreement as follows:
1. Subsection 2.1
of the License Agreement is hereby amended by deleting the first
sentence thereof in its entirety and inserting a new first sentence
in lieu thereof as follows:
“2.1
With respect to the Technology and to the full extent of
GTRC’s rights therein, GTRC hereby grants to SM an exclusive,
transferable, royalty-free license, with a right of sublicense, to
make, have made, sell, offer for sale, distribute, have
distributed, promote, develop, modify, and use Products throughout
the Territory.”
2. Subsection 4.1
of the License Agreement as modified by Section 1 of the
Second Amendment to License Agreement is hereby amended by deleting
it in its entirety and inserting a new Subsection 4.1 in lieu
thereof as follows:
“4.1
Subject to the provisions of this A
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