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Exhibit 10.2
AMENDMENT TO THE EXCLUSIVE PATENT LICENSE AGREEMENT
BETWEEN IRISYS RESEARCH & DEVELOPMENT, LLC AND THE
CENTER FOR NEUROLOGIC STUDY DATED APRIL 2, 1997
This
Amendment, dated April 11, 2000, is entered into by IriSys Research
&
Development, LLC (Licensee), and the Center
for Neurologic Study (Licensor).
RECITALS
WHEREAS,
IriSys Research & Development, LLC (IriSys) and the Center
for
Neurologic Study (CNS) entered into an
Exclusive Patent License Agreement, dated
April 2, 1997, whereby Licensor granted
IriSys the exclusive license and rights
to the "LICENSED PATENTS" as defined in
that agreement and;
WHEREAS,
IriSys desires to sublicense its exclusive license and rights
to
the "Licensed Patents" to a third-party
entity and;
WHEREAS,
such third-party entity will desire a worldwide sublicense to
the
"Licensed Patents" before committing
substantial financial resources to develop
and commercialize the "Licensed Patents"
and;
WHEREAS,
the underlying Exclusive Patent License Agreement between
IriSys
and Licensor contains certain provisions
which require amendment to provide a
prospective third-party entity with
sufficient confidence to commit the
financial resources necessary to develop
and commercialize the "Licensed
Patents".
NOW,
THEREFORE, IriSys and Licensor, hereby amend the Exclusive
Patent
License Agreement dated April 2, 1997
pursuant to Paragraph 13.8 of that
Agreement as follows:
1.
Paragraph
2.1 shall substitute "World" for the United States.
2.
Paragraph
2.2 shall eliminate the word "partial" from the term
"partial consideration" and eliminate from
(b) "that have not expired at the
time of the receipt of such Net
Revenues."
3.
Paragraph
4 shall add the following: Notwithstanding the above,
Licensor agrees that IriSys may share any
proprietary information relating to
this Agreement or the Licensed Patents with
any prospective third-party licensee
of the "Licensed Patents" providing such
third party agrees in writing to be
bound by the disclosure restrictions of
this paragraph. The disclosure
restrictions of this paragraph shall not
apply to proprietary
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information which is reasonably required to
obtain funding or governmental
approval for the development and
commercialization of the "Licensed Patents."
4.
Paragraph
5 will be revised to replace the first three sentences as
follows: Licensee or its sublicensees
retains the sole right and discretion to
file and prosecute any foreign or US patent
applications and maintain patents
relating to the Licensed Patents or any
improvements made by Licensor. Licensee
or its sublicensees will provide any status
reports or other information
relating to patents or patent applications
that Licensor requests in writing.
Unless agreed otherwise in writing, in
advance, Licensor will not file, apply
for or prosecute any foreign patents
corresponding to the Licensed Patents.
Furthermore, Licensor agrees that any
improvements to the technology expressly
claimed by the Licensed Patents shall be
included in the exclusive license
granted to IriSys under this Agreement
although ownership of such improvements
shall remain with the Licensor.
5.
Paragraph
6.1 shall add the following: In the event there is a
dispute regarding the amount of payment
due, such dispute shall be resolved in
accordance with Paragraph 13.9 and the
exclusive license granted by this
Agreement shall not be terminated pending
resolution of the dispute. The
foregoing sentence shall apply, however,
only provided IriSys has actually been
paid by its sublicensee or has otherwise
received the sums in dispute; and only
provided the dispute is between IriSys and
Licensor. In addition, if IriSys has
actually been paid by its sublicensee or
has otherwise received the sums in
dispute, IriSys shall forthwith place the
disputed sums i
