ex10-2.htm


    
      

    

    Exhibit 10.2

     

    
       

      AMENDMENT TO LICENSE
AGREEMENT

       

      This
Amendment (herein, the “Amendment”) to that
certain License Agreement dated as of July 31, 2007 (the “Agreement”), is
entered into by and between Health Discovery Corporation, a Georgia corporation
(“HDC”) and Clarient, Inc., a Delaware corporation (“Clarient”), effective as of
January 13, 2009 (the “Effective
Date”).  All capitalized terms not otherwise defined in this
Amendment shall have the meaning as set forth in the Agreement.

       

      WHEREAS,
the parties wish to amend the terms of the Agreement as set forth in this
Amendment in order to continue their contractual relationship on a modified
basis.

       

      NOW,
THEREFORE, in consideration of the mutual covenants contained herein the parties
agree to this Amendment of the Agreement as follows:

       

      1.            
Article II.A of the Agreement is hereby amended and restated to read in its
entirety as follows:

       

      A.           Grant of License.

       

      1.           As
of the Effective Date of this Amendment, HDC hereby grants to CLARIENT a non-exclusive
license, with the right to grant sublicenses to Affiliates, and, upon prior
approval by HDC, to third parties under the Licensed Technology to import, make,
have made, use and sell any Licensed Product in the Field of Use within the Licensed
Territory with respect
to both the commercial reference laboratory field and the academic and research
fields.  For purposes of clarity, the above grant shall include
the right for CLARIENT to incorporate the output and results from the Licensed
Product into other tests or algorithms.

       

      2.           HDC grants to CLARIENT an
exclusive license, within the Field of Use in the Licensed Territory, to a
prognostic prostate cancer test using biopsied prostate tissue, which test is
yet to be developed by CLARIENT and HDC.

       

      2.            
Article II.C of the Agreement is hereby amended and restated to read in its
entirety as follows:

       

      C.           Additional
Biomarkers

       

      If at any
time HDC develops and desires to sell, transfer, assign, or license to one or
more third parties, any additional biomarkers, provided that HDC does not
have a pre-existing obligation to a third party with respect to such biomarkers,
HDC may at its
sole discretion offer such rights to CLARIENT by delivering a written
notice to CLARIENT.  If the parties are able to
negotiate and agree to commercially reasonable terms to add such
biomarkers to this Agreement on a non-exclusive
basis, the additional biomarkers shall be deemed added to Attachment B
hereto and included as part of the Licensed Products pursuant to such
terms.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3.            
Article IV.A of the Agreement is hereby amended and restated to read in its
entirety as follows:

       

      A           Fees
Payable.

       

      1.           CLARIENT
shall pay to HDC, in accordance with the payment terms set forth in Section IV.B
below, ten
percent (10%)
of the CLARIENT Net Proceeds received by CLARIENT or an Affiliate of CLARIENT
with respect to all Tests of Licensed Products during the term of this Agreement
(the “CLARIENT
Fees”).

       

      2.           If
HDC offers a royalty rate lower than that set forth in Section 1 above to any
other party, then HDC shall amend this Agreement in writing within five (5) days
to provide CLARIENT with equivalent or more favorable royalty rate than that
offered to the other party; provided, however, that if the lower royalty rate is
offered in combination with payment of a lump sum amount related solely to the
licenses granted under this Agreement, e.g., upfront license fee and/or
milestone fees, then CLARIENT shall be offered the lower royalty rate subject to
the same payment terms.

       

      4.            
Third paragraph of Section 5 of Article X.D is deleted in its
entirety.

       

      5.            
Except as otherwise expressly amended herein, all other terms and conditions of
the Agreement shall remain in full force and effect.

       

      IN
WITNESS WHEREOF, the parties have executed this Amendment as of the Effective
Date.

       

      
        	 
      	HEALTH
      DISCOVERY CORPORATION	 
	 	 	 	 
	 	 	 	 
	 
      	By:	
                /s/
      Stephen D. Barnhill, M.D.

              	 
	 	Name:	Stephen
      D. Barnhill, M.D.	 
	 	Title:	Chairman
      and CEO	 
	 	Date:	January
      13, 2009	 
	 	 	 	 
	 
      	CLARIENT,
      INC.	 
	 	 	 	 
	 	 	 	 
	 
      	By:	
                /s/
      Ron Andrews

              	 
	 	Name:	Ron
      Andrews	 
	 	Title:	President
      and CEO	 
	 	Date:	January
      13, 2009	 


      

    

     

     

     

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