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EXHIBIT 10.12C
FIRST AMENDMENT TO LICENSE AGREEMENT
THIS FIRST AMENDMENT TO LICENSE AGREEMENT (hereinafter referred to as
"First Amendment") is made and entered into this 19th day of October, 1993 by
and between GEORGIA TECH RESEARCH CORPORATION, a non-profit corporation
organized and existing under the laws of the State of Georgia and with offices
at the Georgia Institute of Technology, Centennial Research Building, Atlanta,
Georgia 30332-0415 (hereinafter referred to as "GTRC") and SPECTRX, INC., a
Delaware corporation and with offices at 6025 Unity Drive, Norcross, Georgia
(hereinafter referred to as "Spectrx").
W I T N E S S E T H:
WHEREAS, GTRC and Laser Atlanta Optics, Inc. (hereinafter referred to
as "Laser Atlanta") entered into a License Agreement, dated the 7th day of May,
1991, for an invention entitled "Laser Scanner for Early Cataract" (hereinafter
referred to as "Technology") which is the subject of GTRC Identification Number
1041 (hereinafter referred to as "License Agreement"). Spectrx, Inc. and Laser
Atlanta later entered into an Assignment and Bill of Sale, dated the 16th day
of January 1993, in which all of Laser Atlanta's right, title and interest in
and to the License Agreement was assigned to Spectrx.
WHEREAS, Spectrx and GTRC wish to amend the License Agreement to
extend the termination date.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and the sum of $1.00 paid by Spectrx to GTRC, the
receipt and sufficiency of which is hereby acknowledged, and intending to be
legally bound, Spectrx and GTRC do mutually agree to amend the License
Agreement as follows:
1. Paragraph 14 of the License Agreement is hereby deleted and
the following paragraph 14 is inserted in place thereof:
"14. TERM OF LICENSE
Subject to Paragraphs 14 and 15 herein, this Agreement and the
license granted hereunder shall continue in full force and
effect until the expiration date of the last expiring Patent
covering any of the Technology licensed hereunder, provided a
Patent is issued. In the event that no Patent is issued, the
disclosure in any Patent Application shall remain a Trade
Secret and this Agreement shall continue as a license of said
Trade Secret for a period of fifteen years from the date of
execution of this Agreement. Notwithstanding the foregoing,
the obligations of the parties herein relating to
confidentiality of Trade Secrets and Confidential Information
shall survive any termination of this Agreement."
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2. Except as amended by this First Amendment, the License
Agreement shall remain in full force and effect pursuant to
the terms and provisions thereof.
IN WITNESS WHEREOF, Spectrx and GTRC have caused this First Amendment
to be executed by their duly authorized officers on the day and year first
above written.
SPECTRX, INC. GEORGIA TECH
RESEARCH CORPORATION
By: /s/ Mark A. Samuels By: /s/ R.G. Shackelford
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Typed Name: Mark A. Samuels Typed Name: R.G. Shackelford
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Title: President Title: Assistant Secretary
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Date: 10/19/93 Date: 10/19/93
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By: /s/ Michael T. Lee
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Typed Name: Michael T. Lee
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Title: Manager, Intellectual
Property Mark
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Date: October 19, 1993
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