Unassociated Document


     

    Exhibit
10.1

    
       

      FIRST AMENDMENT TO LICENSING
AGREEMENT

       

      THIS FIRST AMENDMENT (THE “FIRST
AMENDMENT”) DATED APRIL
21, 2009 TO THAT LICENSE
AGREEMENT (THE
“AGREEMENT”) DATED AS OF
APRIL 21, 1999 BETWEEN
NON-INVASIVE MONITORING SYSTEMS, INC. (“NIMS”) AND CARDINAL HEALTH 211, INC., AS
SUCCESSOR IN INTEREST TO SENSORMEDICS CORPORATION
(“CARDINAL”).

      


      RECITALS

       

      WHEREAS, NIMS and Cardinal
(collectively, the “Parties”) are parties to the Agreement which was made as of
April 21, 1999; and

       

      WHEREAS, NIMS and Cardinal
desire to amend the Agreement to extend the expiration of the term of the
Agreement from April 21, 2009 until April 21, 2019.

       

      NOW THEREFORE, in
consideration of the mutual covenants and promises contained in the Agreement
and this First Amendment and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, NIMS and Cardinal agree as
follows:

       

      AMENDMENT

       

      1.           Extension of
Term.  Section 4.1 of the Agreement is hereby amended and
restated in its entirety as follows:

       

      4.1 The
term of this Agreement shall end on April 21, 2019; provided that
this Agreement may be renewed upon the execution by both parties hereto of a
written notice specifying the term of any such renewal.  All terms and
conditions of this Agreement shall apply to any renewal term, except as
expressly amended in the executed renewal notice.

       

      2.           Governing Law.  This
First Amendment shall be governed by the laws of the State of Florida without
regard to its conflict of laws rules or principles.

       

      3.           Amendments.  Except
as expressly amended hereby, the Agreement shall remain unmodified and in full
force and effect.

       

      4.           Entire
Agreement.  This First Amendment and the Agreement and any
schedules or exhibits attached to the Agreement constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede all prior
understandings and writings between the parties relating thereto.

       

      5.           Interpretation.  Any
capitalized terms used in this First Amendment but not otherwise defined shall
have the meaning provided in the Agreement.

       

      6.           Counterparts.  This
First Amendment may be executed manually, electronically in Adobe® PDF file
format, or by facsimile by the Parties, in any number of counterparts, each of
which shall be considered one and the same amendment and shall become effective
when a counterpart hereof shall have been signed by each of the Parties and
delivered to the other Party.

       

      IN WITNESS WHEREOF, the
Parties hereto have caused this First Amendment to be executed
in their names as of the date first written above.

      


      
        	
                CARDINAL
      HEALTH 211, INC.

                By: /s/ Ed
      Pulwer                    

                Name:
      Ed Pulwer

                Title:
      Sr. Operating Executive

              	 
      	
                NON-INVASIVE
      MONITORING SYSTEMS, INC.

                By: /s/
      Steven B. Mrha                    

                Name:
      Steven B. Mrha

                Title:
      Chief Operating Officer