Exhibit 10.47


 


AMENDMENT TO DEVELOPMENT AND
COMMERCIALIZATION AGREEMENT


 


THIS AMENDMENT
TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this “Amendment”) is made as of
the 19th day of December, 2008, by and between Artann Laboratories, Inc.
(“Artann”), a New Jersey corporation and ProUroCare Medical, Inc. (“ProUroCare”),
a Nevada corporation.


 


RECITALS


 


A.                                   Artann
and ProUroCare entered into a development and commercialization agreement on July 25,
2008 relating to a prostate mechanical imaging system (“the Development and
Commercialization Agreement”).


 


B.                                     The
parties now wish to amend the Development and Commercialization Agreement as
provided herein.


 


Now,
therefore, in consideration of the covenants and agreements set forth herein
and for valuable consideration, receipt of which is hereby acknowledged, the
parties mutually agree as follows:


 


AGREEMENT


 


ARTICLE I


DEFINITIONS


 


Terms used in
this Amendment but not defined or redefined in this Amendment have the meanings
ascribed thereto in the Development and Commercialization Agreement.


 


ARTICLE II


AMENDMENTS


 


2.1                                 Effective Date.  The definition of “Effective Date” set forth
in Section 1.1 of the Development and Commercialization Agreement shall be
amended and restated to read in its entirety as follows:


 


“Effective
Date” means December 23, 2008.


 


2.2                                 Artann.  The reference to Artann as being a Delaware
corporation in the introductory paragraph of the License Agreement shall be
corrected to refer to Artann as a New Jersey corporation.


 


2.3                                 Payees.  A new Section 3.6 of the Development and
Commercialization Agreement shall be added which shall read in its entirety as
follows:


 


1

















 


3.6                                 Payees.  It is understood that Armen Sarvazyan (“Sarvazyan”)
and Vladamir Egorov (“Egorov”) were significantly involved in development
activities associated with the PMI System. 
Artann desires that a portion of the payments due it under this Article 3
be made to Sarvazyan and another portion be made to Egorov with the remainder
being made to Artann.  ProUroCare hereby
agrees to make and shall make each and any such payment due Artann under this Article 3
to Sarvazyan, Egorov and Artann in the percentages specified and directed by
Artann pursuant to a notice provided pursuant Section 9.9; provided,
however, that the total amount of each such payment to be made by ProUroCare
shall remain unchanged.


 


IN WITNESS
THEREOF, the parties, intending to be legally bound, have caused this Amendment
to be executed by their duly authorized officers, as of the effective date of
this Amendment.


 


	
  PROUROCARE
  MEDICAL, INC.

  	
  ARTANN
  LABORATORIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Richard Carlson

  	
   

  	
  By:

  	
  /s/ Noune Sarvazyan

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Print or
  Type Name)

  	
  (Print or
  Type Name)

  
	
   

  	
   

  
	
  Title:

  	
  CEO

  	
   

  	
  Title:

  	
  CEO

  
									



 


2