Exhibit
10.91a
Certain
confidential information contained in this document, marked by
brackets and the word "REDACTED" ([REDACTED]), has been omitted and
filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
Amended.
Amendment No. 1
to
Xenogen License Agreement
For Real-Time In Vivo Imaging Technology
This First Amendment to the Xenogen License
Agreement For Real-Time In Vivo Imaging Technology, effective
November 20, 2004 (the " Agreement ”), by and between
Xenogen Corporation, with offices at 860 Atlantic Avenue, Alameda,
California 94501 (“Xenogen”) and Gene Logic, Inc., a
corporation with a principal place of business at 610 Professional
Drive, Gaithersburg, Maryland 20879 (“GL”) is effective
as of the 19th day of November, 2005 (the "First Amendment
Effective Date").
W I T N E S S E T
H:
The Parties desire to amend the Agreement in
certain respects upon the terms and conditions set forth below. In
consideration of the foregoing premises and the mutual covenants
set forth below, the Parties do hereby amend the Agreement and
otherwise agree as follows:
1.
Effect : Provided that both Parties execute this First
Amendment not later than November 23, 2005, this First Amendment
shall be effective for all purposes as of the First Amendment
Effective Date, and except as otherwise expressly modified by this
First Amendment, the Agreement shall remain in full force and
effect in accordance with its terms. All terms and capitalized
words used in this First Amendment not otherwise defined herein
shall have the same meaning for such terms as set forth in the
Agreement.
2.
Additional System
Purchase : Pursuant to
Sections 2.1(b) and 3.5(a) of the Agreement, GL hereby purchases an
Additional System from Xenogen for a purchase price of [REDACTED]
dollars ($[REDACTED]) plus shipping and insurance charges. Xenogen
will deliver and install the Additional System prior to December
31, 2005.
3.
Amendment to Section 3.3 -
Bioware : Section 3.3 of
the Agreement is hereby amended by replacing subsection (c) as
follows:
"(c)
Consideration.
During the Term, Bioware cell lines
and bacterial strains will be priced at a non-refundable initial
fee of [REDACTED] dollars ($[REDACTED]) per cell line or strain,
with a non-refundable annual renewal fee of [REDACTED] dollars
($[REDACTED]) per cell line or strain. Xenogen will invoice
Licensee for Bioware requested by Licensee upon shipment and
annually thereafter. After Licensee has made the foregoing annual
payments for Bioware for [REDACTED] years, Licensee will have a
fully paid-up, non-exclusive, non-transferable license to such LPTA
Model line.“
4.
Amendment to Section 3.4 - LPTA
® Animal
