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Exhibit 10.22    
    


 
 

AMENDMENT NO. 1 TO PATENT LICENSE AGREEMENT    
    


        This AMENDMENT No. 1 to PATENT LICENSE AGREEMENT ("Amendment") is made and entered into as of the 28th day of February 2002, to be effective march
31, 2002, by and between NOMOS CORPORATION ("Licensee") and the Board of Regents ("Board") of the University of Texas System, collectively referred to as "the Parties." 


RECITALS  


        A.    Board
and Licensee entered into a Patent License Agreement having an effective date of October 21, 1998 ("License"). 


        B.    Board
and Licensee wish to amend the terms of the License as set forth below, to change the minimum royalties, the due date of the minimum royalties, and to extend the
term of the License. 


        C.    As
a condition of enactment of this Amendment No. 1. All royalties and minimum payments which are owed under the term specified in Section 5.1 of the
License Agreement dated October 21, 1998 shall be paid. 


        NOW,
THEREFORE, it is hereby agreed as follows: 



        1.     Section 5.1
of the License shall be revised to read in its entirety as follows: 



        "5.1 In
Consideration of rights granted by Board to Licensee under this Agreement, Licensee will pay Board the following: 



        a.     A
royalty, payable quarterly, beginning march 31, 2002, of $6,000 for all new Sales, in conjunction with the Sale of a Peacock(R)System, of a Licensed Product as defined
in the License, manual or otherwise; 


        b.     A
minimum annual royalty of %50,000 due within 30 days of March 31st of each year, beginning March 31, 2003." 





        2.     Section 5.5
shall be revised to read in its entirety as follows: 



        "5.5 All
amounts payable here by Licensee must be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind, except as required by
applicable law. Checks must be payable to Board of Regents, The University of Texas System, and shall be delivered to: 




Victor
M. Saenz 

Office of Technology Ventures

San Antonio Technology Center

3463 Magic Drive, Suite 350

San Antonio, Texas 78229" 






        3.     Sections
6.2 and 6.3 of the License shall be deleted in their entirety. 



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        4.     Section 15.2
of the License shall be revised to read as follows: 




        "15.2   Any
notice required by this Agreement must be given by prepaid, first class, certified mail, return receipt requested, addressed in the case of
University to: 




The
University of Texas Health Science Center at San Antonio

Office of Technology Ventures

San Antonio Technology Center

3463 Magic Drive, Suite 350

San Antonio, Texas 78229

ATTENTION: Alan H. Dean, 

Director of Technology Development and Commercialization 

FAX: (210) 567-1337 

PHONE: (210) 567-0150 


With
copies to: 


Board
of Regents

The University of Texas System

201 West 7th Street 

Austin, Texas 78701 

ATTENTION: Office of General Counsel 

FAX: (512) 4494523 

PHONE: (512) 499-4462 


Or
in the case of Licensee to: 


NOMOS
Corporation 

2591 Wexford Bayne Road 

Sewickley, PA 15143 

ATTENTION: Fred Marroni, 

Vice President, Engineering and Development

FAX: (724) 934-5488

PHONE: (724) 934-8200 


Or
other addresses as may be given from time to time under the terms of this notice provision." 






        5.     Section 6.1
of the License shall be revises to read as follows: 



        "6.1 The
term of this Agreement shall be two (2) years from the Effective Date of March 31, 2002." 




        6.     Except
as provided in this Amendment, all other terms, conditions, and provisions of the License shall continue in full force and effect as provided therein. 




SIGNATURES ON THE FOLLOWING PAGE.  


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        IN
WITNESS THEREOF, the Parties have entered into this Amendment effect as of the date set forth above. 



	BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM	 	NOMOS CORPORATION
	

By:	

/s/ FRANCISCO G. CIGARROA
 Francisco G. Cigarroa, M.D.
 President

The University of Texas Health Science Center at San Antonio	
 	

By:	

/s/ JOHN W. MANZETTI
 John W. Manzetti
 CEO and President
	

Date:	

4-2-02	
 	

Date:	

March 20, 2002
	

Approved as to Form:	
 	

 	

 
	

By:	

/s/ ALAN H. DEAN
 Alan H. Dean, M.B.A.
 Office of Technology Ventures	
 	

 	

 
	

Date:	

3/26/02	
 	

 	

 
	

Approved as to Content:	
 	

 	

 
	

By:	

/s/ H. STEVE LYNCH
 H. Steve Lynch
 Executive Vice President for Business Affairs	
 	

 	

 
	

Date:	

4-2-2002	
 	

 	

 




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Exhibit 10.22


AMENDMENT NO. 1 TO PATENT LICENSE AGREEMENT