ex10_1.htm


     

    [SYNTHEMED LETTERHEAD]

    


         AMENDMENT
NO.6 dated as of this 6th day of February 2009 (“Amendment No. 6”) between
SYNTHEMED, INC. (formerly LIFE MEDICAL SCIENCES, INC.; the “Company”) and YISSUM
RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM
(“Yissum”).

    


    WITNESSETH:

    


    WHEREAS,
the parties have entered into an agreement dated June 14, 1991 (the “1991
Agreement”), which 1991 Agreement has been amended pursuant to (i) amendment
dated as of February _, 1994 (“Amendment No. 1”), (ii) amendment dated as of
January 1, 1996 (“Amendment No. 2”), (iii) amendment dated as of October 1, 1996
(“Amendment No. 3”). (iv) amendment dated as of April 24, 2002 (“Amendment No.
4”) and (v) amendment dated as of February 16, 2007 (“Amendment No. 5”) (the
1991 Agreement, as so amended, is referred to herein as the “Original
Agreement”); and

    


    WHEREAS,
the parties wish to modify and amend the Original Agreement upon the terms,
provisions and conditions set forth below.

    


    NOW,
THEREFORE, in consideration of the mutual agreements set forth herein, the
parties hereto agree as follows:

    


    
      	
               
      

            	
              1.

            	
              Section
      8(c) of the Original Agreement (as most recently amended by Amendment
      No.5) is hereby amended by adding the following sentences immediately
      prior to the last sentence thereof:  “Notwithstanding the
      provisions of Section 8(b)(3), in the event the Company does not reach
      total net sales of products or achieve income of $1,000,000 by December
      31, 2009, Yissum shall not terminate the Original Agreement and the same
      shall remain in full force and effect for the year ended December 31, 2010
      so long as the Company pays Yissum a minimum annual royalty payment of
      $200,000.  Notwithstanding the provisions of Section 8(b)(3), in
      the event the Company does not reach total net sales of products or
      achieve income of $1,000,000 by December 31, 2010, Yissum shall not
      terminate the Original Agreement and the same shall remain in full force
      and effect for the year ended December 31, 2011 so long as the Company
      pays Yissum a minimum annual royalty payment of
  $250,000.

            


    

    


    
      	
               
      

            	
              2.

            	
              All
      terms used but not otherwise defined herein shall have the same meaning
      ascribed to such term on the Original
Agreement.

            


    

    


    
      	
               
      

            	
              3.

            	
              This
      agreement may be executed in counterparts each of which shall be deemed an
      original, but all of which taken together shall constitute one and the
      same instrument.

            


    

    


    
      	
               
      

            	
              4.

            	
              By
      executing this agreement, Yissum and the Company hereby certify that any
      and all necessary approvals and consents for effectiveness of this
      Agreement have been obtained.

            


    

     

     

     

    
      
        
           

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              5.

            	
              Yissum
      and the Company further acknowledge that as of the date of execution of
      this agreement, the Original Agreement, as amended hereby, is in full
      force and effect with no current or anticipated events of
      default.

            


    

    


    IN
WITNESS WHEREOF, the parties have duly executed this agreement as of the day and
year first above written.

    


    
      
        	
                Yissum
      Research Development

              	
                SyntheMed,
      Inc.

              
	
                Company
      of the Hebrew

              	 
      
	
                University
      of Jerusalem

              	 
      
	 
      
	
                By:  s/Elena Canetti
      [19/2/09]

              	
                By:
      s/Robert P.
      Hickey

              
	
                Name: 
      Ms. Elena Canetti

              	
                Name:
      Robert P. Hickey

              
	
                Title:  VP
      Scientific Research Services

              	
                Title:
      President & CEO

              
	
                [17/2/09]

              	 
      


      

      


    

     

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