EXHIBIT 99
62o West Lexington Street,
UNIVERSITY OF MARYLAND 4th floor Baltimore, Maryland 21201-1508
- ---------------------- 410 706 6723 ~ 410 706 1066 fax
Research and Development www.ord.umaryland.edu
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October 8, 2008
Via Email and U.S. Mail
Ms. Judith Lindstrom
President and Chief Executive Officer Oncologix Tech, Inc.
1089 Regency Road NW
Atlanta, GA 30327
Re: Master License Agreement dated as of September 16, 2003 by and between
University of Maryland, Baltimore ("UMB") and Oncologix Tech, Inc. (f/k/a JDA
Medical Technologies, Inc.) ("Oncologix"), as amended (the "MLA")
Dear Judy:
This letter will confirm our agreement that the September 16, 2008 deadline
for satisfaction of the milestone set forth in Section 4.01(e) of the MLA will
be extended until January 5, 2009. However, the extension is contingent upon
satisfaction of each of the following to UMB's reasonable satisfaction:
1. On or before November 30, 2008, UMB shall have received a Research &
Development Plan and Business Plan from IUT for commercialization of
the Patent Rights licensed under the MLA, which plans must be
reasonably satisfactory to B.
2. On or before January 5, 2009, Oncologix shall have closed the
transactions pursuant to the Asset Purchase Agreement dated as of
August 18, 2008 between Oncologix and Institut fur Umwelttechnologien
GmbH ("IUT").
3. On or before January 5, 2009, UMB shall have entered into a new Master
License Agreement with IUT (or a subsidiary to be formed as described
in the Asset Purchase Agreement, i.e. IUT Medical Gmbh), on terms and
conditions reasonably satisfactory to UMB.
4. On or before January 5, 2009, Oncologix shall have taken the actions
described in the Proxy Statement filed with the U.S. Securities and
Exchange Commission on September 8, 2006.
5. Between the date of this letter and January 5, 2009, the MLA shall
have remained in full force and effect without default by Oncologix.
If any of the above conditions is not satisfied to UMB's reasonable
satisfaction: UMB's agreement to extend the milestone deadline shall be null and
void; Oncologix shall be in default of the MLA for failure to achieve the
milestone by the original deadline of September 16, 2008; and UMB shall be
entitled to any and all remedies for that breach as are set forth in the MLA.
Ms. Judith Lindstrom
October 8, 2008
Page 2
In consideration of the granting of this extension, Oncologix shall issue
to UMB two million (2,000,000) additional shares of Oncologix common stock.
Those shares shall have all of the rights of all other shares of common stock of
Oncologix currently owned by UMB. Such shares shall be issued to UMB no later
than September 30, 2008.
UMB understands and acknowledges that those shares will be "restricted
securities" under federal and state securities laws insofar as they have not
been registered under the Securities Act of 1933, as amended ("1933 Act"), or
the securities laws of any other jurisdiction, that they may not be resold or
transferred without compliance with the registration or qualification provisions
of the 1933 Act or applicable federal and state securities laws of any state or
other jurisdiction or an opinion of counsel that an exemption from such
registration and qualification requirements is available.
If you agree with the foregoing, please indicate your agreement to the
foregoing by signing below and returning a signed copy to me.
Sincerely,
/s/ James Hughes
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James Hughes
Vice President
Office of Research and
Development
Agreed and accepted: Oncologix Tech, Inc.
By:_______________________________ Date:_______________ Judith Lindstrom
President and CEO