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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:
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(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;
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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 research agreement. Accordingly,
Paragraph 4.5 of the License Agreement is deleted in its
entirety.
3. Paragraph 7.6 shall be deleted in its entirely and replaced
with the following:
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