Exhibit 10.8
AMENDMENT NO. 2 TO LICENSE AGREEMENT
BETWEEN THE UNIVERSITY OF SOUTHERN CALIFORNIA
AND MARET CORPORATION
This Amendment No. 2 to License Agreement (the "Amendment") is entered into
this 15th day of February, 2002.
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RECITALS
A. The University of Southern California ("USC") and Maret Corporation
("Licensee") are parties to that certain License Agreement, USC FILE 2146B, USC
FILE 2429, AND USC FILE 2430, as amended by Amendment No. 1 dated June 19, 2000,
(the "License Agreement") relating to specifically identified patents.
B. The parties also desire to further amend the License Agreement to
clarify the royalty obligations in the event of sublicenses by Licensee.
AGREEMENT
NOW, THEREFORE, the parties agree as follows:
1. Section 4c is amended to read as follows:
"c. If any PRODUCT is manufactured and sold under sublicense from
the Licensee, the Licensee shall pay USC the royalty specified in
Paragraph 4A or 4B on sales of PATENT PRODUCTS or TECHNOLOGY PRODUCTS
by such sublicensee"
Except as specified below, USC and Licensee hereby acknowledge that all
parties have complied with all terms and provisions of the License Agreement and
the Research Agreements (as defined in the License Agreement) to be performed
prior to the date of this Amendment. In all other respects, the License
Agreement is hereby ratified and confirmed. In the case of direct conflict or
conflict by reason of interpretation between any provision of this Amendment and
the License Agreement, the Amendment shall control and supercede the terms of
the License Agreement. Notwithstanding the above, the effectiveness of this
Amendment is conditioned upon receipt by USC from Licensee or its successor of
the following amount in full in immediately available funds: $97,342.57 (payment
due under the Research Agreements)
UNIVERSITY OF SOUTHERN CALIFORNIA MARET CORPORATION
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(Signature) (Signature)
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(Print or Type Name) (Print or Type Name)
Senior Vice President President & CEO
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(Official Title) (Official Title)
2/15/2002 February 13, 2002
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(Date) (Date)