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EXHIBIT 10.16E
FOURTH AMENDMENT
TO LICENSE AGREEMENT
This Fourth Amendment to License Agreement ("Fourth Amendment") is entered
into as of the 20 day of November, 1998, by and between Joseph R. Lakowicz,
Ph.D., an individual having an address of 10037 Fox Den Road, Ellicott City,
Maryland 21042 ("DR. LAKOWICZ") and SpectRx, Inc., a Delaware corporation,
having its principal office at 6024A Unity Drive, Norcross, Georgia 30071
("SRX").
WITNESSETH:
WHEREAS, DR. LAKOWICZ and SRX entered into a License Agreement executed
November 22, 1995, as amended by an Amendment of License Agreement dated
November 28, 1995, a Second Amendment to License Agreement dated March 26, 1997
and a Fourth Amendment to License Agreement dated November 20, 1998 (such
agreement as so amended, the "Agreement");
WHEREAS, DR. LAKOWICZ and SRX desire to further amend the Agreement
pursuant to Paragraph 12.7 of the Agreement;
NOW, THEREFORE, for and in consideration of $1.00 and other good and
valuable consideration and the covenants and agreement contained herein, the
parties hereto agree to amend the Agreement as follows:
By amending paragraph 3.7 as follows:
(i) Delete from the first sentence thereof "ten (10) percent," and
replace same with "the Applicable Up-Front Percentage (as defined
below); "and
(ii) Add the following to paragraph 3.7:
"As used herein, "Applicable Up-Front Percentage" shall mean, in
respect of any Up-Front License Payment, the percentage indicated
below:
Up-Front License Applicable Up-Front
Payment Percentage
----------------- -------------------
< $50,000 [*]% *
-
> $50,000 but [*]%, plu *
< $100,000 [*]% for each $5,000 *
- in excess of $50,000
[*} to be redacted
2
[e.g., Up-Front License
Payment of $65,000 would
have Applicable Up-Front
Percentage of [*]%] *
>$100,000 but [*]%, plus *
<$300,000 [*]% for each $40,000 *
- in excess of $100,000 *
>$300,000 but [*]% *
<$500,000
-
>$500,000 but [*]%, less *
<$700,000 [*]% for each $40,000 *
- in excess of $500,000
>$700,000 but [*]%, less *
<$1,000,000 [*]% for each $60,000 *
- in excess of $700,000 *
>$1,000,000 but [*]%, less *
<$2,000,000 [*]% for each $200,000 *
- in excess of $1,000,000 *
>$2,000,000 [*]% *
IN WITNESS WHEREOF, DR. LAKOWICZ has executed this Fourth Amendment and SRX
has caused this Fourth Amendment to be executed by its duly authorized
representative as of the day and year first above written.
/s/ JOSEPH R. LAKOWICZ, Ph.D.
------------------------------------------
JOSEPH R. LAKOWICZ, Ph.D.
SPECTRX, INC.
By: /s/ MARK A. SAMUELS
--------------------------------------
Mark A. Samuels
President and Chief Executive Office
[*] to be redacted