EXHIBIT
10.13

     

    Third
Addendum to the Technology License Agreement

     

    between

     

    The
Research Foundation of State University of New York

     

    for
and on behalf of University at Buffalo

     

    and

     

    Donald
D. Hickey, M.D.

     

    and

     

     Clas
E. Lundgren, M.D., Ph.D.

     

    and

     

    Scivanta
Medical Corporation

    


    This
Third Addendum (this “Third Addendum”) to the Technology License Agreement (as
such term is defined below), entered into as of the 6th day of January, 2009
(the “Third Addendum Effective Date”), is by and among The Research Foundation
of State University of New York, for and on behalf of University at Buffalo, a
non-profit corporation organized and existing under the laws of the State of New
York (the “Foundation”), Donald D. Hickey, M.D. (“Hickey”) and Clas E. Lundgren,
M.D., Ph.D. (a/k/a Claes Lundgren and referenced herein as “Lundgren”) and
Scivanta Medical Corporation (formerly Medi-Hut Co., Inc.), a corporation duly
organized under the laws of the State of Nevada, and having its principal place
of business at 215 Morris Avenue, Spring Lake, New Jersey 07762
(“Licensee”).  Foundation, Hickey and Lundgren will be collectively
referenced herein as “Licensor.”  Capitalized terms used herein, but
not otherwise defined herein, shall have such meanings as given to such terms in
the Technology License Agreement.

    


    WHEREAS,
Licensor and Licensee entered into an exclusive Technology License Agreement on
November 10, 2006, as amended on each of June 29, 2007 and October 24, 2008 (the
“Technology License Agreement”), to facilitate the development and
commercialization of certain technology owned by Licensor so that this
technology may be utilized to the fullest extent for the benefit of Licensee,
Licensor, the inventor(s) and the public; and

     

    WHEREAS,
Licensor and Licensee desire to modify the aforementioned Technology License
Agreement for the mutual benefit of both parties;

     

    NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1.

            	
              The
      modifications of the Technology License Agreement herein will be effective
      as of the Third Addendum Effective Date and will remain in effect for the
      duration of the Technology License Agreement unless further modified in
      writing by the parties hereto.

            


    

    


    
      	
              2.

            	
              Licensor
      agrees that the milestones listed in Section 4.2(a) of the Technology
      License Agreement have been completed by the Licensee within an acceptable
      timeframe as provided by the Technology License
  Agreement.

            


    

    


    
      	
              3.

            	
              The
      first line of Section 4.2(b) will be deleted in its entirety and replaced
      with the following:

            


    

    


    
      	
               
      

            	
              (b)

            	
              On
      or before September 30, 2009, Licensee
will:

            


    

     

    
      	
              4.

            	
              The
      first line of Section 4.2(c) will be deleted in its entirety and replaced
      with the following:

            


    

    


    
      	
               
      

            	
              (c)

            	
              On
      or before September 30, 2009, Licensee
will:

            


    

     

    
      	
              5.

            	
              Section
      4.2(d) will be deleted in its entirety and replaced with the
      following:

            


    

    


    
      	
               
      

            	
              (d)

            	
              Within
      twenty-four (24) months from the date the Licensed Product is approved by
      the FDA for marketing in the U.S., Licensee will, on its own or through a
      Sublicensee, gain approval to market the device in
  Japan.

            


    

     

    
      	
              6.

            	
              Other
      than as specifically modified in this Third Addendum, all other terms,
      conditions and covenants of the Technology License Agreement shall remain
      in full force and effect.

            


    

     

    IN
WITNESS WHEREOF, the undersigned duly authorized representatives of the parties
have executed this Third Addendum, effective as of the Third Addendum Effective
Date.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        SCIVANTA MEDICAL CORPORATION

                                      	 
      	
                                        THE
      RESEARCH FOUNDATION OF

                                      
	 
      	 
      	 
      	
                                        STATE
      UNIVERSITY OF

                                      
	 
      	 
      	 
      	
                                        NEW
      YORK

                                      
	 
      	 
      	 
      	 
      	 
      
	
                                        By:

                                      	
                                        /s/
      David R. LaVance

                                      	 
      	
                                        By:

                                      	
                                        /s/
      Woodrow W. Maggard

                                      
	 
      	
                                        David
      R. LaVance

                                      	 
      	 
      	
                                        Woodrow
      W. Maggard

                                      
	 
      	 
      	 
      	 
      	 
      
	
                                        Title:  President
      and Chief Executive Officer

                                      	 
      	
                                        Title:
      Associate Vice Provost, STOR

                                      
	 
      	 
      	 
      	 
      	 
      
	
                                        DONALD
      D. HICKEY, M.D.

                                      	 
      	
                                        CLAS
      E. LUNDGREN, M.D., Ph.D.

                                      
	 
      	 
      	 
      	 
      	 
      
	
                                        By:

                                      	
                                        /s/
      Donald D. Hickey

                                      	 
      	
                                        By:

                                      	
                                        /s/
      Clas E. Lundgren

                                      
	 
      	
                                        Donald
      D. Hickey, M.D.

                                      	 
      	 
      	
                                        Clas
      E. Lundgren, M.D.,
Ph.D.

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
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