EXHIBIT 10.1
AMENDMENT NO. 1 TO THE
PATENT AND TECHNOLOGY LICENSE AGREEMENT
This AMENDMENT NO. 1, effective this 24th day of September, 2008
("AMENDMENT NO.
1 EFFECTIVE DATE"),
to the Exclusive
Patent and Technology
License Agreement
between the PARTIES dated February 17, 2005 ("ORIGINAL LICENSE"),
is made by and
between the
BOARD OF REGENTS ("BOARD") of THE UNIVERSITY OF TEXAS SYSTEM
("SYSTEM"), an
agency of the State of
Texas, whose address is 201 West 7th
Street, Austin, Texas 78701, on behalf of THE UNIVERSITY OF TEXAS
M. D. ANDERSON
CANCER CENTER ("UTMDACC"), a component institution of SYSTEM, and
XPENTION, INC.
("XPENSION") a
Colorado corporation, having a principal place of business
located at 10965 Elizabeth Drive, Conifer, Colorado 80433. BOARD and LICENSEE
may be referred to hereafter collectively as the "PARTIES."
RECITALS
BOARD and LICENSEE desire to amend the ORIGINAL LICENSE.
NOW, THEREFORE,
in consideration of
the mutual covenants contained herein, the
sufficiency of which
is hereby
acknowledged, the
PARTIES hereby agree
to the
following:
AMENDED TERMS
1. In order to
correct a typographic
error in LICENSEE's name, paragraph one
of
the ORIGINAL
LICENSE, line 6, is deleted in its entirety
and replaced
with
the following:
"...SYSTEM, and
Xpention,
Inc,
("XPENTION"),
a Colorado
corporation having a principal place of business located..."
2. The period at
the end of Section 4.1(e) is replaced with "; and". In addi-
tion, new Section 4.1(f) is added to the ORIGINAL LICENSE as
follows:
"A nonrefundable AMENDMENT NO. 1 documentation fee in the
amount
of US$25,000.00, due and payable within thirty (30) calendar
days
after AMENDMENT NO. 1 has been fully executed by all PARTIES
and
LICENSEE has received an invoice for the amount from UTMDACC;
and"
3. New Section
4.1(g) is added to the ORIGINAL LICENSE as follows:
"An Annual
Maintenance
Fee due and
payable (without invoice)
within thirty
(30) calendar days of the first anniversary of
AMENDMENT NO. 1
EFFECTIVE DATE,
and within thirty (30)
calendar
days of every anniversary of the EFFECTIVE DATE occurring
1
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thereafter up through and including the anniversary following the
first SALE as follows:
(i) First anniversary of the AMENDMENT NO 1. EFFECTIVE DATE:
US$25,000.00 due and
payable within
thirty (30)
calendar
days of the first anni
