# **Exhibit 10.5**

# ** **

# **FIRST AMENDMENT TO**

**TECHNOLOGY LICENSE AGREEMENT**

 

This FIRST AMENDMENT TOTECHNOLOGY LICENSE AGREEMENT (this “First Amendment”) is made and entered intoas of the 3rd day of July, 2008, by and between **THOMAS J. SHAW**,****a resident of the State of Texas (“Licensor”)and **RETRACTABLE TECHNOLOGIES, INC.,**a Texascorporation****(“Licensee”).

 

RECITALS:

 

A.                                   Licensorand Licensee have heretofore entered into that certain Technology LicenseAgreement dated as of June 23, 1995, a copy of which is attached hereto asExhibit “A” (the “Agreement”), pursuant to which Licensor agreed togrant Licensee an exclusive license to manufacture, market, sell, distributeand otherwise exploit certain retractable syringe technology covered by certainpatents and patent applications owned by Licensor.

 

B.                                     Licensorand Licensee desire to amend the Agreement in order to include certainadditional patent applications owned by Licensor to the definition of “PatentProperties” as set forth in the Agreement so that such additional patentapplications would be covered by the license granted by Licensor to Licenseepursuant to the Agreement.

 

NOW, THEREFORE, inconsideration of the premises and the mutual agreements herein set forth, theparties hereby agree as follows:

 

1.                                       NewItem 3 of Section One.  Theexisting item 3 of Section One of the Agreement entitled “Subject Matter”is hereby deleted in its entirety and the following new item 3 is herebyinserted in the Agreement:

 

3.                                       Thesubject matter of this Agreement includes all of Licensor’s patents and patentapplications on retractable syringe technology, both domestic and foreign,including any continuations, divisions, and reissues thereof, as well as allforeign counterpart patent applications that can be filed and improvements thereof.  This Agreement specifically includes thefollowing “Patent Properties” which are set forth below:

 

U.S. Patent 5,120,310, Issued June 9,1992, entitled “Nonreusable Syringe;”

 

U.S. Patent 5,188,613, Issued February 23,1993, entitled “Nonreusable Syringe with Safety Clip;”

 

U.S. Patent 5,267,961, Issued December 7,1993, entitled “Nonreusable Syringe with Safety Clip;”

 

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Foreign Counterpart PatentApplications on the Nonreusable Syringe with Safety Clip corresponding to U.S.Patents 5,120,310 and 5,188,613 for Europe (Serial No. 92910361.2), China(Serial No. 92102245.X), India (Serial No. 186/CAL/92), Mexico(Serial No. 92-01493), and Taiwan (Serial No. 82205282);

 

U.S. Patent 5,423,758, Issued June 13,1995, entitled “Retractable Fluid Collection Devise” and a Counterpart PatentCooperation Treaty Application Serial No. 94/13953, entitled “BloodSampler,” Filed December 6, 1994 designating all PCT countries;

 

U.S. Patent 5,385,551, Issued January 31,1995, entitled “Nonreusable Syringe with Front Retraction” and a CounterpartPatent Cooperation Treaty Application Serial No. PCT/US94/10235, Filed September 7,1994 designating all PCT countries;

 

U.S. Patent 5,389,076, Issued February 14,1995, entitled “Single Use Medical Device with Retraction Mechanism” and aCounterpart Patent Cooperation Treaty Application Serial No. PCT/US95/03953,Filed March 31, 1995 designating all PCT countries;

 

U.S. Patent 5,637,092, Issued June 10,1997, entitled “Syringe Plunger Locking Assembly;”

 

U.S. Patent 5,578,011, Issued November 26,1996, entitled “Tamperproof Retractable Syringe;”

 

U.S. Patent 5,810,775, Issued September 22,1998, entitled “Cap Operated Retractable Medical Device;”

 

U.S. Patent 6,872,193, Issued March 29,2005, entitled “IV Catheter Introducer with Retractable Needle;”

 

U.S. Patent 6,494,863, Issued December 17,2002, entitled “One-Use Retracting Syringe with Positive Needle Retention;”

 

U.S. Patent 5,817,058, Issued October 6,1998, entitled “Retractable Catheter Introducer Structure;”

 

U.S. Patent 5,997,512, Issued December 7,1999, entitled “Retractable Dental Syringe;”

 

U.S. Patent 6,221,055, Issued April 24,2001, entitled “Retractable Dental Syringe;”

 

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U.S. Patent 7,351,224, Issued April 1,2008, entitled “Retractable Syringe Assembly Designed for One Use;”

 

U.S. Patent 6,572,584, Issued June 3,2003, entitled “Retractable Syringe with Reduced Retraction Force;”

 

U.S. Patent 6,474,472, Issued November 4,2002, entitled “Safety Sharps Bagging Apparatus;”

 

U.S. Patent 5,989,220, Issued November 23,1999, entitled “Self-Retracting IV Catheter Introducer;”

 

U.S. Patent 6,090,077, Issued July 18,2000, entitled “Syringe Plunger Handle Assembly and Barrel;”

 

U.S. Patent 5,632,733, Issued May 27,1997, entitled “Tamperproof Retractable Syringe;”

 

U.S. Patent 5,779,679, Issued July 14,1998, entitled “Winged IV Catheter;”

 

U.S. Patent 6,210,371, Issued April 3,2001, entitled “Winged IV Set;”

 

U.S. Patent 6,015,438, Issued January 18,2000, entitled “Full Displacement Retractable Syringe;”

 

U.S. Patent Application, SerialNo. 12/059,635, filed March 31, 2008, entitled “Medical Device withRetractable Needle;”

 

U.S. Patent Application, SerialNo. 10/969,128, filed October 18, 2004, entitled “Fixed Dose Syringewith Limited Aspiration;”

 

U.S. Patent Application, SerialNo. 11/042,941, filed January 25, 2005, entitled “IV CatheterIntroducer with Retractable Needle;”

 

U.S. Patent Application, SerialNo. 11/743,706, filed on May 3, 2007, entitled “Syringe with RecessedNose for Use with Frontal Attachments;”

 

U.S. Patent Application, SerialNo. 12/030,637, filed on February 13, 2008, entitled “Syringe withRecessed Nose and Protective Guard for Use with Frontal Attachments,”

 

U.S. Patent Application, SerialNo. 12/167,343, filed on July 3, 2008, entitled “Cleaning Tool forAttachment Surfaces;” and

 

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U.S. Patent Application, SerialNo. 12/136,462, filed on June 10, 2008, entitled “Fluid Flow ControlDevice with Retractable Cannula.”

 

These patents and patentapplications and the right to file additional foreign regional and nationalcounterpart applications are collectively referred to herein as “PatentProperties.”

 

2.                                       NoOther Amendment; Definitions.  Exceptas specifically modified and amended pursuant to Section 1 hereof, theAgreement shall remain in full force and effect without revision thereto.  Moreover, all capitalized terms used in thisFirst Amendment, unless otherwise defined herein or the context specificallyprovides otherwise, shall have the same meanings herein as attributed to suchterms in the Agreement.

 

3.                                       BindingEffect.  This First Amendment shallbe binding upon and inure to the benefit of the parties hereto and theirrespective successors and assigns or, as appropriate, heirs and legalrepresentatives.

 

4.                                       ApplicableLaw.  **THIS FIRST AMENDMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIESHERETO, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVELAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWPRINCIPLES THEREOF.**

 

5.                                       Jurisdictionand Venue.  Any judicial proceedingsbrought by or against any party on any dispute arising out of this FirstAmendment or any matter related thereto shall be brought in the state orfederal courts of Dallas County, Texas, and, by execution and delivery of thisFirst Amendment each of the parties accepts for itself the exclusivejurisdiction and venue of the aforesaid courts as trial courts, and irrevocablyagrees to be bound by any judgment rendered thereby in connection with thisFirst Amendment after exhaustion of all appeals taken (or by the appropriateappellate court if such appellate court renders judgment).

 

6.                                       DescriptiveHeadings; Language Interpretation. The descriptive headings of this First Amendment are inserted forconvenience only and do not constitute a part of this First Amendment.  In the interpretation of this First Amendment,unless the context otherwise requires, (a) words importing the singularshall be deemed to import the plural and vice versa, (b) words denotinggender shall include all genders, and (c) references to parties, articles,sections, schedules, paragraphs and exhibits shall mean the parties, articles,sections, schedules, paragraphs and exhibits of and to this First Amendment.

 

7.                                       Integration.  This First Amendment contains the entireunderstanding of the parties with respect to the subject matter hereof.  There are no restrictions, agreements,promises, representations, warranties, covenants or undertakings with respectto the subject matter hereof other than those expressly set forth or referredto herein.  This First Amendmentsupersedes all prior agreements and understandings between the parties withrespect to the subject matter hereof.

 

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8.                                       Counterparts.  This First Amendment may be executed in twoor more counterparts, each of which shall be deemed an original, but all ofwhich shall constitute one and the same instrument, and it shall not benecessary in making proof of this First Amendment to produce or account formore than one such counterpart.

 

IN WITNESS WHEREOF, theundersigned have executed this First Amendment as of the date set forth above.

 

 
| **LICENSOR:** | By:                                | s/ Thomas J. Shaw               |
|---------------|------------------------------------|---------------------------------|
|          |                               | Thomas J. Shaw, individually    |
|          |                               |
|          |                               |
| **LICENSEE:** | **RETRACTABLE TECHNOLOGIES, INC.** |
|          |                               |
|          |                               |
|          | By:                                | s/ Steven R. Wisner             |
|          |                               | Printed Name: Steven R. Wisner  |
|          |                               | Title: Executive Vice President |

 

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