EXHIBIT 10.34.5
BEBIG GmbH Amendment V
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AMENDMENT V
Amendment to the License Agreement
between
RMS Medical Systems Inc.
hereafter "RMS"
Located at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇
and
BEBIG Isotopen- and Medizintechnik GmbH,
hereafter "BEBIG"
located at ▇▇▇▇▇▇-Rossle-Str.10,
in ▇-▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
BACKGROUND
RMS and BEBIG have signed a FACILITY SET-UP AND CONTRACT MANUFACTURING AGREEMENT
Including the ADDENDUM TO FACILITY SET-UP AND CONTRACT MANUFACTURING AGREEMENT
and a LICENSE AGREEMENT (collectively referred to as "the Agreements"), both
amended by the AMENDMENT TO THE FACILITY SET-UP AND CONTRACT MANUFACTURING
AGREEMENT AND THE LICENSE AGREEMENT (referred to as "Amendment I") as well as
Amendment II, Amendment III, Amendment IV, (referred to as such).
RMS desires that BEBIG extends the License Agreement until the 8th of November,
2002.
In light of the above, both parties desire to amend the existing Agreements and
the Amendments I, II, III, and IV as follows:
1. PAYMENT OF OUTSTANDING INVOICES AND EXTENSION OF LICENSE AGREEMENT:
RMS will pay to BEBIG a lump sum of US$ 753543 until November 15, 2001, to
pay all outstanding invoices issued and sent or handed over in Person by
BEBIG until October 24, 2001 including all open milestone payments. If the
payment of US$ 753543 has been received until November 15, 2001, BEBIG will
grant to Radiance an extension of the License Agreement of July 28, 1999
until November 8, 2002.
2. LICENSE FEE OFFSETS
Both parties agree, that amounts to be paid by RMS according to the
provisions of this Amendment are not subject to offsetting of the license
fee or royalties as provided by sec. 4 LICENSE AGREEMENT.
BEBIG GmbH Amendment V
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3. MISCELLANEOUS
a) All conflict arising under this agreement shall be finally settled in
accordance with the Arbitration Rules of the German Institution of
Arbitration e. V. (DIS). The place for Arbitration shall be Frankfurt am
Main. German law shall be applicable,
b) Except as specifically modified by this Amendment V, all terms and
conditions of the Agreements and Amendment I, II, III, IV shall continue
uncharged.
Date: 24 October 2001 Date: 11/1/01
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BEBIG GmbH RMS