Exhibit 10(ii)(b)
OMNICORDER TECHNOLOGIES, INC.
00 Xxxx Xxxx Xxxx
Xxxxx Xxxxx, Xxx Xxxx 00000
California Institute of Technology
0000 Xxxx Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxxx Xxxxxxx, Director
Office of Technology Transfer
Re: Option Agreement dated August 27, 1997 and
accompanying License Agreement (the "License
Agreement") by and between the California
Institute of Technology ("Caltech") and
Omnicorder Technologies, Inc. ("OCT")
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Dear Xx. Xxxxxxx:
As per our prior discussions, this will confirm our agreement that in
order to promote OCT's ability to quickly ramp up production of its infrared
detector sensors, and to optimize the use of other technologies on an ongoing
basis in combination with the technology licensed from Caltech under the License
Agreement, all of which is intended to promote the generation of revenue to OCT
and license fees to Caltech, it is hereby agreed as follows:
(i) OCT may utilize infrared radiation detector technologies
and processes developed by parties other than Caltech ("Other
Technologies") in combination with those licensed from Caltech to the
extent that OCT may incorporate the Other Technologies into its
infrared radiation detector sensors. It is agreed that such
incorporation shall not be deemed to constitute OCT having marketed
products or services utilizing infrared detection technology other than
that covered by Licensed Products for any application in the Field, all
as defined in and set forth in the fourth sentence of Paragraph 5.1 of
the License Agreement. Therefore, such incorporation of Other
Technologies shall not render the License from Caltech non-exclusive
with respect to any application in the Field;
(ii) to the extent OCT chooses to incorporate such Other
Technologies into its detector sensors, it is understood and agreed
that the sale or sublicensing of such Other Technologies will not
constitute the sale or sublicensing of a "Combination Product" under
paragraph 3.3 of the License Agreement, and thus all revenues derived
from such sales or licensing shall be deemed under the License
Agreement to be derived solely from technology licensed by Caltech for
the purpose of calculating royalties due Caltech under paragraph 3.1
of the License Agreement. To the extent such sensors are combined with
other products, however, paragraph 3.3 shall continue to apply.
In all other respects, the provisions of the License Agreement shall
remain the same.
Please sign this letter on behalf of Caltech to indicate its agreement
to the foregoing. This letter may be executed in counterparts, each of which
shall be deemed an original and all of which together shall constitute a single
instrument.
Dated: May 24, 1998 Omnicorder Technologies, Inc.
By: /s/ Xxxx X. Xxxxx
---------------------------
Xxxx X. Xxxxx, President
Agreed and Acknowledged:
California Institute of Technology
By: /s/ Xxxxxxxx Xxxxxxx
---------------------------------
Xxxxxxxx Xxxxxxx, Director
Office of Technology Transfer
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