ex_10-18





 






 



Amendment
Number One to



The MITRE Corporation License Agreement



for CyGraph
Software


 



WHEREAS Visium Analytics, LLC
(“Licensee”) and The MITRE Corporation
(“MITRE”) entered into a
Software License Agreement for CyGraph Software dated 27
March 2019 (the
“Agreement”); and


 



WHEREAS the software and documentation comprising the data
visualization capability known as CyGraph may be described and
claimed in U.S. Patent No. 10,313,382, issued June 4, 2019, and
titled “SYSTEM AND METHOD FOR VISUALIZING AND ANALYZING
CYBER-ATTACKS USING A GRAPH MODEL” (the "CyGraph Patent");
and


 



WHEREAS Company and MITRE
desire to amend the Agreement for the purpose of conveying
exclusive rights to the CyGraph Software, and any claims of
the CyGraph Patent that would otherwise be infringed by making,
using, selling, or importing for sale the CyGraph Software,
contingent on Company’s
achievement of certain Milestones as set forth in this Amendment
Number One (“Amendment One”), effective
_May 7,
2020_____ (the “Amendment
One Effective Date”).


 



NOW, THEREFORE, Company and
MITRE, desiring to enter into a legally binding agreement, agree as
follows:



 




1.

All terms and conditions of the
Agreement, including all its exhibits
and attachments, will remain in full force and effect unless
specifically revised in this Amendment One.






 




2.  

Section
“License” shall be amended to add the following
thereafter:






 


“(g)
Notwithstanding anything to the contrary herein, the parties
mutually agree that commencing on Amendment One Effective
Date:




1.

MITRE agrees to
grant an exclusive, revocable license of the Software, for Licensee
to use, copy, and create Derivative Works for a period of two (2)
years (“Exclusive Period”). For the purpose of this
paragraph, the term “Year” shall mean any given twelve
(12) month period. Licensee shall pay MITRE an Exclusivity Fee of
(a) $20,000 for Year 1 of the Exclusive Period, and (b) $50,000 for
Year 2 of the Exclusive Period. The Exclusivity Fees are payable as
following: for Year 1, the first installment of $10,000 is due upon
execution of this Amendment One, and the second installment of
$10,000 is due at the first anniversary of the Amendment One
Effective Date; for Year 2, one payment of $50,000 is due at the
second anniversary of the Amendment One Effective Date. MITRE will
invoice Licensee for each installment, and Licensee shall pay
within thirty (30) days of the invoice date.








2.

Milestones






(i)
Milestone No. 1.: Licensee agrees to raise investment capital of at
least two (2) million dollars from accredited investors within
eighteen (18) months from the Amendment One Effective Date
(“Fundraising Period”). Licensee will provide reports
to MITRE containing details of investment capital raised when this
Milestone No. 1 is achieved, with a summary report at the end of
the Fundraising Period. If Licensee fails to achieve Milestone No.
1 within the Fundraising Period, the exclusive license granted in
paragraph 1 above is revoked immediately.


(ii)
Milestone No. 2.: Licensee agrees to make at least five (5)
commercial sales within the Fundraising Period. If Licensee fails
to achieve Milestone No. 2 within the Fundraising Period, the
exclusive license granted in paragraph 1 above is revoked
immediately.




3.

During or after the
Fundraising Period, if Licensee raises investment capital in excess
of Milestone No. 1, MITRE shall extend, in writing by Amendment to
the License Agreement, the Exclusive Period at the rate of twelve
(12) months per each one (1) million dollars raised (the
“Extended Exclusive Period”), provided however, that
the total duration of the exclusive license shall not exceed five
(5) years from the Amendment One Effective Date.








4.

During each Year of
the Extended Exclusive Period, Licensee shall pay to MITRE an
Extended Exclusivity Fee equal to the greater of (i) $50,000
annually or (ii) 6% of gross fees charged to Licensee’s
customers for Licensee’s Product for any and all sales of the
Licensee Product accrued during the Year. Licensee agrees to follow
the procedure as set forth in the Agreement, Section 4.2
“Fees and Payments”, for reporting and paying the
Extended Exclusivity Fee.”






 




3. 


Section 
4.3 “Change of Control Fees” shall be deleted in its
entirety and replaced with the following:






 


“4.3
Change of Control
Fees. In the event that there is a change in control of
Licensee’s division that is engaged in commercializing the
Licensed Products, whether through sale, merger or acquisition
(“Change in Control”), where the corresponding
transaction is valued at:


(i) greater than twenty million dollars
($20,000,000) and less than or equal to one hundred million dollars
($100,000,000), then Licensee shall immediately remit to MITRE a
one-time fee of one-hundred thousand dollars ($100,000.00);
or


(ii) greater than one hundred million
dollars ($100,000,000.00) and less than or equal to one billion
dollars ($1,000,000,000.00), then Licensee shall immediately remit
to MITRE a one-time fee of two-hundred and fifty thousand dollars
($250,000.00) or


(iii) greater than one billion dollars
($1,000,000,000), then Licensee shall immediately remit to MITRE a
one-time fee of one million dollars
($1,000,000.00).”


 




4.


The
parties and each individual executing this agreement on behalf of
the parties hereto represent and warrant that such individual is
duly authorized to execute and deliver this Amendment One on behalf
of his or her party.





 





 








 





 






IN WITNESS WHEREOF, the parties hereto have duly executed
this Amendment One to be effective as of the Amendment One
Effective Date.


 



 


	


Visium Analytics, LLC

	
 

	


The MITRE Corporation


	
 

	
 

	
 


	

By: /s/
Mark Lucky

	
 

	

By: /s/
Vivian C. Coyan


	

(Signature)

	
 

	

(Signature)


	
 

	
 

	
 


	

Name:
Mark Lucky

	
 

	

Name: 
Vivian C. Coyan


	

Title:
Chief Executive Officer

	
 

	

Title:
Corporate Licensing Manager 


	

Date: 
May 6, 2020

	
 

	

Date: 7
May 2020