EXHIBIT 10.55
AMENDMENT TO LICENSE AGREEMENT
This Amendment to the License Agreement (the "Amendment") dated this
ninth day of December, 1997, is made by and between Vista Medical
Technologies, Inc. ("Vista"), a Delaware Corporation, located at ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and Kaiser Aerospace & Electronics
Corporation ("Kaiser"), a California Corporation, located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.
Reference is made to the License Agreement dated July 19, 1995 by and
between Vista and Kaiser. Terms used herein and not otherwise defined shall
have the meaning as set forth in the License Agreement.
WHEREAS, Vista and Kaiser desire to amend the License Agreement in the
manner hereinafter provided;
NOW THEREFORE, in consideration of the agreements set forth herein,
Vista and Kaiser hereby amend the License Agreement as of the date set forth
above (the "Effective Date") as follows:
1. Section 1.1 is amended to delete the word "perpetual" from the
second line and from the seventh line. The last sentence in Section 1.1 is
amended to read "For purposes of this Agreement, the "Field" shall be defined
as medical applications using Head Mounted Displays for surgical, clinical,
including clinical research, medical diagnostic and interventional purposes."
2. Section 1.3 is amended to read "The License granted in Section 1.1
shall become non-exclusive if and only if Vista has (i) failed to develop,
with the intent to market, a functional benchmark prototype of a Product
incorporating the Device within five (5) years following the effective date
of this Amendment or the termination date of the Manufacturing Supply
Agreement, as amended, whichever shall occur first, and (ii) has not, before
the expiration date of such period, entered into a development program for a
Product incorporating the Device with Kaiser or Kaiser-affiliated company
(iii) provided, however, that in no case will the License become
non-exclusive before August 31, 1998."
3. Section 2.1 is amended to read "This Agreement shall continue in
effect for a period of five (5) years from the effective date unless and
until terminated as provided in this Section 2."
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by the respective duly authorized representatives as of the
effective date.
VISTA MEDICAL TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇
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Its: President and CEO
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KAISER AEROSPACE & ELECTRONICS CORPORATION
By: /s/ ▇. ▇. ▇▇▇▇
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Its: President and CEO
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