1
EXHIBIT 10.29
SECOND ADDENDUM TO
LICENSE AND DEVELOPMENT AGREEMENT
FOR SPECIFIC MEDICAL TECHNOLOGY
FOR THE DETECTION OF ONCOGENIC HPV VIRUS
This is a Second Addendum to the License and Development Agreement for
Specific Medical Technology for the Detection of Oncogenic HPV Virus dated June
23, 2000 ("License and Development Agreement") by and between INVIRION, a United
States corporation organized and existing under the laws of the State of
Illinois, having a place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Invirion") and AMPERSAND MEDICAL CORPORATION, a Delaware
corporation, having a place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ("Ampersand").
Except to the extent modified by this Second Addendum, the License and
Development Agreement and related First Addendum are hereby reaffirmed.
The License and Development Agreement is hereby modified by
incorporating into it the following agreement between the parties:
1. Effective as of June 23, 2000 the License and Development Agreement
for Specific Medical Technology for the Detection of Oncogenic HPV Virus shall
be between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, an individual inventor residing in Chicago, Illinois
(hereinafter "▇▇▇▇▇▇▇▇▇") and Ampersand. All payments previously made to
Invirion and all warrants issued to Invirion shall be considered by the parties
as having been received by ▇▇▇▇▇▇▇▇▇, and are hereby acknowledged by ▇▇▇▇▇▇▇▇▇.
Ampersand shall take whatever steps are necessary to change the warrants to
reflect the above.
2. As a result of ▇▇▇▇▇▇▇▇▇ meeting the benchmarks set forth in
Paragraphs 3.1(1), 3.1(2), and 3.1(3), the parties now agree that the following
payment terms will be used to pay ▇▇▇▇▇▇▇▇▇ for the balance owed by Ampersand as
set froth in Paragraph 3.1:
1
2
Starting on January 11, 2001 Ampersand will pay ▇▇▇▇▇▇▇▇▇
$50,000 per month for a period of six months for a total of
$300,000.
3. In the event the License and Development Agreement is terminated,
all payments made and owed to ▇▇▇▇▇▇▇▇▇ and all warrants issued to ▇▇▇▇▇▇▇▇▇ are
non-refundable and all warrants are irrevocable and non-cancellable. Ampersand
acknowledges that all payments made and owed as well as the issuance of warrants
to ▇▇▇▇▇▇▇▇▇ are for services already performed by ▇▇▇▇▇▇▇▇▇ prior to such
payment or issuance of the warrant.
IN WITNESS WHEREOF, the parties hereto have caused to be signed, by
their duly authorized officers, this Second Addendum of the License and
Development Agreement originally dated June 23, 2000, on the dates set
forth below.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
_____________________________________
DATED:_______________________________
AMPERSAND MEDICAL CORPORATION
BY:__________________________________
DATED: ______________________________
2
