Exhibit 10.6.1
Amendment Number 1
To
Patent License Agreement
Cytodyn, Inc., a Colorado corporation ("CytoDyn") and ▇▇▇▇▇ ▇. ▇▇▇▇▇, an
individual, ("▇▇▇▇▇") agree as of August 23, 2004, as follows:
1. Recital. Cytodyn of New Mexico, Inc., a New Mexico corporation, and ▇▇▇▇▇
are parties to a Patent License Agreement dated July 1, 1994. This
Agreement was assigned to CytoDyn pursuant ot an Acquisition Agreement
between CytoDyn of New Mexico and CytoDyn (then called RexRay Corporation)
dated October 28, 2003.
2. Consent. In accordance with paragraph 6, Assignment, of the Agreement,
▇▇▇▇▇ consents to the assignment of the Agreement to CytoDyn and waives,
absolutely, forever, and completely, any failure of CytoDyn of New Mexico
to obtain his prior consent to the assignment.
3. Amendment. The Agreement is amended by deleting in its entirety Paragraph
11(a)(ii), effective as of the original date of the Agreement, and ▇▇▇▇▇
agrees that any breach by CytoDyn of New Mixico or CytoDyn of that
paragraph is waived, absolutely, forever, and completely.
4. Notices. The name and address for notice to the Licensee set forth in
Paragraph 15 of the Agreement are amended to read:
CytoDyn, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
5. Confirmation. The Agreement is confirmed in all respects except as
specifically amended by this Amendment Number 1.
CytoDyn, Inc. ▇▇▇▇▇ ▇. ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its: Vice President of Business Development
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