Exhibit 10.11


 


PUBLIC
HEALTH SERVICE


THIRD
AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (L-068-2002/0)


 


AMENDMENT A-155-2005


 


This amendment of the Exclusive Patent License L-068-2002/0 (“Agreement”), A-155-2005 (“Third Amendment”), is made between the
National Institutes of Health (“NIH”),
the Centers for Disease Control and Prevention (“CDC”), or the Food and Drug Administration (“FDA”), hereinafter singly or collectively
referred to as (“PHS”), agencies
of the United States Public Health Service within the Department of Health and
Human Services (“DHHS”) through
the Office of Technology Transfer, NIH,
having an address at 6011 Executive Boulevard, Suite 325, Rockville,
Maryland 20852-3804, U.S.A. and Procept, Inc., having offices at
the address indicated on the Signature Page, hereinafter referred to as “Licensee”.


 


Whereas, Licensee desires
the Agreement to be amended a
third time in order to modify the assignment royalty amount under Paragraph
14.07 the Agreement; and


 


Whereas, PHS is willing to
amend the Agreement a third time
to accommodate this request in order to facilitate the assignment of the Agreement to the sublicensee.


 


Now Therefore, PHS and Licensee, intending to be bound, hereby
agree that the following changes will be made to the Agreement:


 


I.              Amended
Paragraph 14.07 shall now read:


 


14.07               This Agreement
shall not be assigned by Licensee except: a) with the prior written consent of PHS, such consent not to be withheld
unreasonably; or b) as part of a sale or transfer of substantially the entire business
of Licensee relating to operations
which concern this Agreement. Licensee shall notify PHS within ten (10) days of any
assignment of this Agreement by Licensee, and Licensee shall pay PHS,
as an additional royalty, seventeen thousand five hundred (17,500) U.S. dollars
for an assignment of this Agreement
within thirty (30) days of such assignment.


 


II.            All
terms and conditions of the Agreement
not herein amended remain binding and in effect;


 


III.           The
Agreement, the first amendment, the second amendment and this Third Amendment constitute the entire
understanding between PHS and Licensee and supersede all prior agreements
and understandings with respect to the aforementioned amendments; and


 


IV.           This Third Amendment is
effective when signed by all parties.


 


SIGNATURES BEGIN ON NEXT PAGE


 


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AMENDMENT TO PHS LICENSE AGREEMENT L-068-2002/0


 


PHS
AMENDMENT TO PATENT LICENSE AGREEMENT—EXCLUSIVE


 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate originals by their respective duly
authorized officers hereunto, on the day and year hereinafter written.  Any communication or notice to be given shall
be forwarded to the respective addresses listed below.


 


	
  For PHS:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Steven M Ferguson

  	
   

  	
  February 15, 2005

  	
   

  
	
  Steven M. Ferguson

  	
  Date

  
	
  Director, Division of Technology Development and Transfer

  	
   

  
	
  Office of Technology Transfer

  	
   

  
	
  National Institutes of Health

  	
   

  
	
   

  	
   

  
	
  Mailing Address for Notices:

  	
   

  
	
   

  	
   

  
	
  Office of Technology Transfer

  	
   

  
	
  National Institutes of Health

  	
   

  
	
  6011 Executive Boulevard, Suite 325

  	
   

  
	
  Rockville, Maryland 20852-3804 U.S.A.

  	
   

  
				



 


 


For the Institution (Upon information and
belief, the undersigned expressly certifies or affirms that the contents of any
statements of the Institution made
or referred to in this Agreement are
truthful and accurate.)


by:


 


 


	
  /s/ Salvatore A. Bucci

  	
   

  	
  February 17, 2005

  	
   

  
	
  Salvatore A. Bucci

  	
  Date

  
	
  President and Chief Executive Officer

  	
   

  
	
  Paligent Inc.

  	
   

  
	
  Procept, Inc.

  	
   

  



 


 


Official and Mailing Address for Notices:


 


10 East 53rd Street, 33rd Floor


New York, NY 10022


 


Any false or misleading statements made, presented, or submitted to the
Government, including any relevant
omissions, under this Agreement and
during the course of negotiation of this Agreement are
subject to all applicable civil and criminal statutes including Federal
statutes 31 U.S.C. §3801-3812 (civil liability) and 18 U.S.C. §§1001 (criminal
liability including fine(s) and/or imprisonment).


 


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