Second Addendum to License Agreement
This Second Addendum to License Agreement (hereinafter "Second Addendum")
entered into as of this 25th day of January, 2000 supplements the License
Agreement (hereinafter referred to as the "Agreement") dated December 11, 1998
by and between Med-Design Corporation (hereinafter referred to as "Licensor")
and Becton Xxxxxxxxx and Company (hereinafter referred to as "Becton") as
amended by an Addendum between Licensor and Becton dated December 11, 1999
(hereinafter referred to as the "Addendum").
Whereas the parties wish to modify the terms of the Addendum;
Now, therefore, for and in consideration of the premises and the mutual promises
contained herein, and other and good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is agreed by and between the
parties hereto, as follows:
1. Paragraph 1 of the Addendum is amended to include as an Additional Option
Product AV Fistula Needles for use in hemodialysis, using retractable
needle technology.
2. Paragraph 2 of the Addendum is amended to further extend the Option under
Article IX, Section 1 of the Agreement for 45 days to March 10, 2000.
3. The second sentence of Paragraph 2 is amended to read "The parties will
negotiate in good faith for a license to such Option Products that Becton
notifies Licensor it desires to license during the subsequent fourteen (14)
days following the notice."
4. Paragraph 5(c) of the Addendum is amended to change "one-half" to
"one-sixth"
5. Becton agrees to work diligently to evaluate the Additional Option
Products. The parties will review the status of Becton's progress on or
about February 22, 2000 and if it appears that despite working diligently
additional time is needed for an adequate evaluation to be completed of the
technology disclosed and the market opportunity, they will in good faith
negotiate a brief extension of limited duration to enable the evaluation to
be completed. Such extension will be for no further consideration.
6. Licensor agrees that for the duration of the extension under Paragraph 2
hereof relative to the Option Products under Article IX, Licensor will not
negotiate to license or sell the Option Products to any third party.
7. Other than as set forth above, the terms and conditions of the Agreement as
modified by the Addendum shall govern the rights and duties of the parties.
The parties, intending to be legally bound, indicate their agreement to the
foregoing at the places provided below.
Med-Design Corporation Becton Xxxxxxxxx and Company
By: /s/ Xxxxx X. Xxxxxxx By:
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Xxxxx X. Xxxxxxx Xxx Xxxxxx
CEO-President Associate General Counsel
Date: 1/25/2000 Dated:
