matechexh10_3.htm


    
      
 


    Exhibit
10.3

     

    AMENDMENT
1

     

    LICENSE
AGREEMENT BETWEEN 

     

    TENSIODYNE
SCIENTIFIC CORPORATION

    AND

    THE
TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA

     

    This
Amendment 1 ("AMENDMENT 1") to the License Agreement effective October 15, 1993
("AGREEMENT") between Tensiodyne Scientific Corporation ("LICENSEE") and the
Trustees of the University of Pennsylvania ("PENN") is made between Material
Technology, Inc. ("MATECH") and PENN effective by the parties as of the date of
the last signature executing this AMENDMENT 1.

     

    BACKGROUND

     

    WHEREAS,
MATECH, is a successor as of February 1994, to LICENSEE's business, and
therefore, is obligated to perform the obligations of LICENSEE under the
AGREEMENT, and this AMENDMENT 1 thereto.

     

    NOW,
THEREFORE, the parties agree as follows:

     

    1.  Unless
otherwise defined in this Amendment 1, all capitalized terms shall have the same
meaning as set forth in the AGREEMENT.

     

    2.  The
parties hereby agree that PENN, no later than thirty (30) days after the date of
the last signature executing this AMENDMENT 1, will be issued shares of common
stock in MATECH as will cause PENN to own shares of common stock representing at
least five percent (5%) of the outstanding shares of capital stock of MATECH on
a fully diluted basis subsequent to an additional two million dollars of paid in
capital invested in MATECH.

     

    3.  MATECH
hereby represents and warrants that it is the lawful successor to LICENSEE's
rights and obligations under the AGREEMENT.

     

    4.  The
parties hereby agree that Section 3.2 of the AGREEMENT is hereby amended to
obligate MATECH to pay to PENN a royalty of seven percent (7%) of NET
SALES.

     

    5.  Pursuant
to Section 7.2 of the AGREEMENT, the parties hereby agree that, LICENSEE will
reimburse PENN, with funds from 30% of any equity investment, debt, or any other
capital with the exception of funds provided by any public sector funding,
(FUNDING) as set forth in paragraph 5 of REPAYMENT AGREEMENT, for all documented
attorney's fees, expenses, official fees and other charges incident to the
preparation, prosecution, licensing and maintenance of PENN PATENT RIGHTS,
including patents and patent applications in the United States and in countries
foreign to the United States on developments set forth in foregoing Sections 4.2
of the

     

    
      
         

      

      
         

        
          
 

      

      
         

      

    

     

    AGREEMENT.
However, such remittance to PENN will be subsequent to the first $150,000.00 of
such FUNDING raised by LICENSEE after the date of the last signature executing
this AMENDMENT 1.  The provisions of paragraph 6 of the REPAYMENT
AGREEMENT shall take precedence over the provisions of this
paragraph

     

    6.  LICENSEE
will have the right to cause its patent counsel, providing that such patent
counsel is acceptable to PENN, to pursue work, at the sole cost of LICENSEE, on
the PENN PATENT RIGHTS.

     

    7.  Except
as set forth in the foregoing provisions of this AMENDMENT 1, all of the terms
and conditions of the AGREEMENT shall apply, and such AGREEMENT, as amended,
shall remain in full force and effect.

     

    IN
WITNESS THEREOF, the parties have executed this AMENDMENT 1 through their duly
authorized representatives as set forth below, and this AMENDMENT 1 shall be
attached to, and shall become a part of, the AGREEMENT between the
parties.

     

     

    
      
        	
                THE
      TRUSTEES OF THE

                UNIVERSITY
      of PENNSYLVANIA

              	 	 	MATERIAL
      TECHNOLOGY INC.	 
	 	 	 	 	 
	
                By:

              	 	 	
                By:

              	 
	 	 	 	 	 
	
                Name:

              	 	 	
                Name:

              	 
	 	 	 	 	 
	
                Title:

              	 	 	
                Title:

              	 
	 	 	 	 	 
	Date: 	 	 	Date: