Amendment No. 1 to the License Agreement effective the 15th Day of June 2015 by and between the Board of Trustees of the Leland Stanford Junior University and CeriBell, Inc., dated September 14, 2015
Exhibit 10.07
Certain confidential information contained in this document, marked by [***], has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential.
AMENDMENT № 1
TO THE
LICENSE AGREEMENT EFFECTIVE THE 15TH DAY OF JUNE 2015
BETWEEN
STANFORD UNIVERSITY
AND
CERIBELL, INC.
Effective the 9th day of September 2015, THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Ceribell, Inc. (“Ceribell”), a corporation having a principal place of business at 555 Bryant St., #895, Palo Alto, CA 94301, agree as follows:
Stanford and Ceribell are parties to a license agreement effective the 15th day of June 2015 (“Original Agreement”) covering “Method of Sonifying Brain Electrical Activity”, “Seizure Detection Device” and “Method of Sonifying Signals Obtained from a Living Subject,” disclosed in Stanford dockets S11-220, S13-470, and 14-459.
Stanford and Ceribell wish to amend the Original Agreement to add docket S13-142, “Glitch-Free Frequency Modulation Synthesis of Sounds.”
Issue Royalty. Ceribell will pay to Stanford a noncreditable, nonrefundable amendment issue royalty of [***] upon signing this Amendment, and an additional [***] due on the [***] anniversary of the Effective Date of this Amendment.
“Licensed Patent” means Stanford’s U.S. Patent Application, Serial Number 13/905,377, filed May 30, 2013 (claiming priority to U.S. Provisional Patent Application No. 61/653,370 filed May 30, 2012), U.S. Provisional Patent Application No. 61/910,939, filed December 2, 2013, U.S. Provisional Patent Application No. 62/163,637, filed May 19, 2015, and U.S Patent 8,927,847, issued January 6, 2015, any foreign patent application corresponding thereto, and any divisional, continuation, or reexamination application, extension, and each patent that issues or reissues from any of these patent applications. Any claim of an unexpired Licensed Patent is presumed to be valid unless it has been held to be invalid by a final judgment of a court of competent jurisdiction from which no appeal can be or is taken. “Licensed Patent” excludes any continuation-in-part (CIP) patent application or patent.
License Maintenance Fee. Beginning on the [***] anniversary of the Effective Date and each of the next [***] anniversaries of the Effective Date thereafter, Ceribell will pay Stanford a yearly license maintenance fee of [***]. On the [***] anniversary of the Effective Date and each anniversary of the Effective Date thereafter, Ceribell will pay Stanford a yearly license maintenance fee of $20,000. Yearly maintenance payments are nonrefundable, but they are creditable each year as described in Section 7.10.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment № 1 in duplicate originals by their duly authorized officers or representatives.
THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY | |||
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Signature: |
| /s/ Katharine Ku | |
Name: |
| Katharine Ku | |
Title: |
| Executive Director, Technology Licensing | |
Date: |
| Sep 14, 2015 |
CERIBELL, INC. | |||
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Signature: |
| /s/ Xingjuan Chao | |
Name: |
| Xingjuan Chao | |
Title: |
| Chief Executive Officer | |
Date: |
| September 9th, 2015 |