Sample Business Contracts

License Agreement [Addendum] - Organon Teknika BV and Life Sciences Inc.



                               LICENSE AGREEMENT

This Addendum is entered into this 28th day of September 1999, by and between

ORGANON TEKNIKA B.V. (hereinafter referred to as "Teknika") , a private company
with limited liability having its principal place of business at Boseind 15,
5281 RM Boxtel, the Netherlands,


LIFE SCIENCES INC. , (hereinafter referred to as "Licensee" ) , a corporation
having its registered offices at 2900 7th Street North, St. Petersburg, Florida
33710, U.S.A.,

WHEREAS, Teknika and Licensee entered into a licence agreement on 9 July 1998
whereby Licensee was granted a non exclusive license to use the NASBA
Technology, Accusphere Technology and Patent rights as defined and further
described therein (the 'Original Agreement') ;

WHEREAS, Teknika has undertaken under the Original Agreement to transfer any
relevant know how in respect of the Accusphere Technology to Licensee in order
that Licensee may successfully utilise the technology;

WHEREAS, Licensee has expressed a need to be provided with a design plan of a
drip dispenser (hereinafter the "Design Plan") , as attached as ANNEX A, for
the use of the Accusphere Technology, Teknika is willing to provide the Design
Plan and has provided the Design Plan and Teknika now wishes to formalise the
terms and conditions, subject to which the Design Plan has been transferred to
the Licensee, in this Addendum to the Original Agreement;



Product means the drip dispenser as further described in the attached ANNEX A
to be developed by Licensee using the Design Plan. Agreement means this
Addendum and the original Agreement. Unless specifically defined in the text of
this Addendum, all other terms will have the meaning as defined in the Original


2.1      Teknika has disclosed and delivered to Licensee the Design Plan as
         needed by Licensee in the development of the Product.

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         The parties acknowledge, for the avoidance of doubt, that no transfer
         of right to intellectual property embodied in the Design Plan will be
         effected or has been effected by such transfer of Design Plan.

2.2      Licensee shall assume and diligently pursue at its own expense all
         activities reasonably necessary to develop and manufacture the

2.3      Where Licensee makes improvements to the Product or discovers or
         develops a new application of the know how in respect of the
         Accusphere Technology or the Product during the term of this
         Agreement, Licensee will grant a royalty free, non exclusive license
         to Teknika for the manufacture, development and use of these

2.4      Licensee warrants that any third party instructed to manufacture the
         Product for Licensee will be bound by the terms and conditions of the
         Original Agreement and this Addendum, including but not limited to the
         obligation of confidentiality in respect of any confidential
         information of Teknika, and Licensee hereby agrees to compensate
         Teknika for any damages incurred by Teknika as a result of a breach of
         the terms and conditions of the Original Agreement and/or this
         Addendum by such third party.


3.1      This Addendum shall become effective as of the date of signing hereof.
         The term of this Addendum shall coincide with the term of the Original

3.2      Upon termination Licensee shall cease to use the Design Plan and shall
         return all data, information, records, reports etc. in respect of the
         Design Plan, including the Product, and transfer all rights accruing
         to Licensee as a consequence of this Agreement promptly to Teknika
         upon its request.


4.1      Licensee hereby undertakes to indemnify, defend and hold Teknika
         harmless against any claims, demands, damages and expenses (including
         reasonable attorney's fees) in connection with any loss, damage,
         injury or death suffered by Licensee, its Affiliates, employees or any
         third party and either directly or indirectly arising or resulting or
         alleged to arise or result from the development, manufacture or use of
         the Product by or on behalf of' Licensee.

4.2      The provisions of Paragraph 4.1 above shall apply with the provision

         (a)      Teknika promptly notifies Licensee in writing after Teknika
                  receives notice of any claim;

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         (b)      Licensee shall have the right to sole control of the defence,
                  trial, and any related settlement negotiations; and

         (c)      Teknika reasonably co operates with Licensee in the defence
                  of any such claim.


This Addendum and the Original Agreement together form the entire agreement
between the parties hereto relating to the subject matter of this Agreement.
Unless otherwise provided for in this Addendum, all terms and conditions of the
Original Agreement continue to apply. Where any of the terms of conditions of
this Addendum and the Original Agreement conflict, the terms and conditions of
this Addendum shall prevail. This Agreement may be modified in writing only.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement through
their duly authorized officers in duplicate on the day, month and year first
written above. behalf of

         For and on behalf of             For and on behalf of
         Organon TEKNIKA B.V.             LIFE SCIENCES INC.

     /s/ R. Salsmans                           /s/ Alex A. Burns
     --------------------------------          --------------------------------
Name: Dr. R. Salsmans                     Name: Alex Burns
     --------------------------------          --------------------------------
Title: President                          Title: Vice President
      -------------------------------           -------------------------------

     /s/ A. J. F. Stap
Name: A. J. F. Stap
Title: Executive Vice President

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