Exhibit 10.11
AMENDMENT SIX
To
LIMITED EXCLUSIVE
PATENT LICENSE AGREEMENT
For
DIAGNOSTIC KIOSK
For Food Safety, Water Quality Monitoring, and
Human/Veterinary Clinical Diagnostics
Between
LAWRENCE LIVERMORE NATIONAL SECURITY, LLC
and
BIONOMICS DIAGNOSTICS, INC.,
a wholly-owned subsidiary of LexaGene Holdings, Inc.
LLNL Case No. TL02679
Lawrence Livermore National Laboratory
Innovation and Partnerships Office
P.O. Box 808, L-795, Livermore, CA 94551
January 24, 2022
| Bionomics Diagnostics, Inc., a wholly-owned subsidiary | Diagnostic Kiosk |
| of LexaGene Holdings, Inc. | Amendment Six |
AMENDMENT SIX
January 24, 2022
to
License Agreement - LLNL Case Number TL02679
for Diagnostic Kiosk
between Lawrence Livermore National Security, LLC and
Bionomics Diagnostics, Inc., a wholly owned subsidiary of LexaGene Holdings, Inc.
effective June 22, 2015
This Amendment Six to the License Agreement by and between Lawrence Livermore National Security, LLC ("LLNS") and Bionomics Diagnostics, Inc. ("LICENSEE") is effective as of the date of execution of this Amendment by the last signing Party. This Amendment and the associated License Agreement are subject to overriding obligations to the Federal Government pursuant to the provisions of LLNS's Contract No DE-AC52-07NA27344 with the United States Department of Energy ("DOE") for the operation of the Lawrence Livermore National Laboratory ("LLNL").
This Amendment Six will modify Article 21 (NOTICES), to update the address for LLNS, and Exhibit B (RIGHTS GRANTED AND PERFORMANCE OBLIGATIONS), to update the performance obligations. All other terms and conditions remain the same.
Therefore, in consideration of the mutual covenants and obligations recited herein, LLNS and LICENSEE hereby amend the License Agreement as follows:
Delete this section in its entirety and replace with the following:
If to Licensee: Bionomics Diagnostics, Inc., a wholly-owned subsidiary LexaGene Holdings, Inc. Suite 303, 750 West Pender Street
Vancouver, BC V6C 2T7 Canada Attention: Dr. Jack Regan Phone: (604) 681-0084 Fax: (604) 681-0094 | If to LLNS (all correspondence and reports): Lawrence Livermore National Laboratory Innovation and Partnerships Office P.O. Box 808, L-779 7000 East Avenue, L-779 Livermore, CA 94550 Attention: Director, Innovation and Partnerships Office Email: ipo-royalties@llnl.gov For payments to LLNS (including copies of royalty reports): Lawrence Livermore National Laboratory Cash Management, L-435 P.O. Box 5517 Livermore, CA 94551 |
| 22GM0124 | 1 | TL02679.6 Amendment Six |
| Bionomics Diagnostics, Inc., a wholly-owned subsidiary | Diagnostic Kiosk |
| of LexaGene Holdings, Inc. | Amendment Six |
| 2. | Exhibit B (RIGHTS GRANTED AND PERFORMANCE OBLIGATIONS), Paragraph B.5 (Performance Obligations) |
Delete Paragraph B.5 in its entirety and replace with the following:
| B.5 | Performance Obligations |
| B.5.1 | LICENSEE will complete proof-of-concept prototype by January 31, 2018. |
| B.5.2 | LICENSEE will achieve First Commercial Sale ("FCS") in the United States by December 31, 2020. |
| B.5.3 | LICENSEE will research veterinary diagnostics markets in the United States by December 31, 2020. |
| B.5.4 | LICENSEE will achieve cumulative sales of more than Ten Million Dollars ($10,000,000) within three (3) years of FCS. |
| B.5.5 | RESERVED |
| B.5.6 | The sales requirements specified above may, by mutual written consent of LICENSEE and LLNS, be amended and/or extended at the written request of LICENSEE to LLNS, based upon legitimate business reasons specified in reasonable detail in such written request. |
| B.5.7 | The first progress report will be due on February 28, 2016. |
| B.5.8 | LICENSEE will diligently proceed to commercially develop, file relevant regulatory applications for, and attempt to obtain relevant regulatory commercialization approvals with respect to the manufacturing, marketing, and sale of Licensed Products. |
This space intentionally left blank.
| 22GM0124 | 2 | TL02679.6 Amendment Six |
| Bionomics Diagnostics, Inc., a wholly-owned subsidiary | Diagnostic Kiosk |
| of LexaGene Holdings, Inc. | Amendment Six |
Both LLNS and LICENSEE have executed this Agreement by their respective authorized representatives on the day and year hereinafter.
| BIONOMICS DIAGNOSTICS, INC., a wholly-owned subsidiary of LexaGene Holdings, Inc | | LAWRENCE LIVERMORE NATIONAL SECURITY, LLC |
| | | |
| By: | /s/ Jack Regan | | By: | /s/ Richard Rankin |
| | | | | |
| Name: | Jack Regan | | Name: | Richard A. Rankin |
| | | | | |
| Title: | Chief Executive Officer | | Title: | Director, Innovation and Partnerships Office |
| | | | | |
| Date Signed: | 01/24/22 | | Date Signed: | 01/26/2022 |
| 22GM0124 | 3 | TL02679.6 Amendment Six |
