Sample Business Contracts

License Agreement [Amendment] - MMTC Inc. and Cheung Laboratories Inc.

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                                November 25,1997

Dr. Fred Sterzer, President
MMTC, Inc.
12 Roszel Road, Suite A-203
Princeton, NJ 08540

RE:       Amendment to the License  Agreement  between MMTC,  Inc. ("MMTC ") and
          Cheung  Laboratories,  Inc. ("CLI")  dated August 23, 1996 as extended
          April 11, 1997.

Dear Dr. Sterzer:

          Based upon our conversations and prior negotiations, I understand that
MMTC has agreed to amend the above referenced License Agreement as follows:

         a.    The  "Licensed  Patents"  listed an Appendix I shall include U.S.
         Patent    5,149,198    dated    September    22,   1992    (Sterzer   -
         Temperature-Measuring  Microwave  Radiometer  Apparatus)  and 5,688,050
         dated  November 17, 1997  (Sterzer -  Temperarture-Measuring  Microwave
         Radiometer  Apparatus) (the "New Patents").  The parties agree that any
         CLI  rights to the New  Patents  will be  limited  to the  "Field",  as
         defined  in the  Agreement.  In order  to  maintain  rights  to the New
         Patents,  CLI must fund  research  and  development  work by MMTC in an
         amount of  (Confidential  Treatment  Requested)  per  month  commencing
         December 1, 1997.  Such research and  development  work will  initially
         consist of  incorporating  the radiometer  technology  into the balloon
         catheter  device.  If such work is completed  within a one year period,
         then the funded  research and develop work may be used, upon the mutual
         agreement of MMTC and CLI,  for  additional  phantom  studies or animal
         studies to  demonstrate  the validity of the  technology.  If CLI funds
         such research and development  activities for 12 months,  its rights to
         the New  Patents  shall be the  same as its  rights  to other  Licensed
         Patents and its  research  and  development  funding  obligation  shall

         b.    Section 3.2 is amended to read as follows:

3.2 CLI shall meet the following  development milestones by the specified date:

        (i)        to file Investigational Device Exemption(IDE) within 2 months
                   after  completion  of necessary  animal  safety data from the
                   animal study performed at Montefiore Medical Center,  however
                   no later than June 30, 1998; or

       (ii)        to  commence a clinical  safety  trial with not less than ten
                   (10)  patients  (or as  required  by FDA) within 60 days upon
                   receipt   of  IDE   approval   from  the  FDA  and  upon  the
                   investigator  receiving  Internal Review Board (IRB) approval
                   as required by his  medical  facility,  however no later than
                   July, 31, 1998; thereafter

      (iii)        to  commence  clinical  efficacy  trial  within  60 days upon
                   receipt of further IDE  approval  to do such and  approval by
                   the  investigational  site's IRB to do such, however no later
                   than October 31, 1998.


         c.    Section  9.2(iii)  is  replaced  in the  entirety  and to read as

               9.2(iii) CLI shall purchase product  liability  insurance for the
         protection of MMTC,  its  directors,  officers,  agents and  employees,
         that,  in  the  absolute  and  unreviewable   discretion  of  MMTC,  is
         satisfactory  to MMTC in the  amount  of not  less  than  (Confidential
         Treatment Requested) for product liability. CLI shall have said product
         liability  coverage in effect  prior to the first human  patient  being
         treated   with  the  herein   technology   of  this   agreement.   This
         representation  is a condition  precedent to the  effectiveness of this
         Agreement. Liability should cover long-term complaits by patients after
         the treatment and on other  personnel  involved  directly or indirectly
         with operations of the equipment, even if the agreement is no longer in

         d.    Section  12.6 is replaced in the entirety and to read as follows:
         Section 12.6 CLI shall raise by public/or private offering of its stock
         (Confidential  Treatment  Requested) in funds by March 31,1998.  If CLI
         does not realize or obtain the  (Confidential  Treatment  Requested) in
         funds by said date, MMTC shall at its option,  terminate this agreement
         and shall be allowed to retain any and all funds  received by MMTC from
         CLI.  The  registration  statements or prospectuses or any other papers
         written in connection  with such public/or  private  offering shall not
         refer by name to MMTC or any of its  directors,  officers,  agents,  or
         employees unless agreed to by MMTC.

The foregoing sets forth your  understanding of the extensions and amendments to
the Agreement, please countersign this letter in the space provided below.

          CHEUNG LABORATORIES, INC.                          MMTC, INC.

          By /s/Spencer J. Volk                         By /s/Fred Sterzer
             -----------------------                       -----------------
          Spencer J. Volk, President                    Fred Sterzer, President
          November 25, 1997