Amendment# 2 to the License, Development andCommercialization Agreement Between Echo Therapeutics,Inc. And MedicalTechnologies Innovations, Asia,Ltd.

1.1             Scope. This amendment covers the activities necessary to support the Chinese commercialization of the “Core 2+ and “Generation 3” versions of the Echo CGM system, as defined below. This Amendment # 2 will take effect, and is conditioned upon receipt of $500,000 in additional bridge loans on or before November 30th.

1.2                Amended Terms. The terms in the Original Agreement remain in force, except as described below.

1.3                Product Definition. The definition of “Product” contained in Section 1.1.59 is amended to include the following:

 

 

 

2.1                Work Plan and Overview. Echo and MTIA will cooperate in the development of a project Overview and a more detailed Work Plan. This work plan will describe the responsibilities of each company for the development of the devices described above, in “Product Definition”. In the event that a change is needed in the definition of these deliverables, this will be made with mutual consent, in an update to the work plan.

2.2                Software Development. Echo will provide an Application Programming Interface (API) to facilitate the development by MTIA of application software for both Core 2+ and Generation 3. Echo will develop and provide source code for an example application using the API. The MTIA application software will be developed by MTIA based on requirements MTIA defines. Echo will provide executable versions of the software for the Exfoliator, Transmitter and API.

2.3                Technology Transfer. Echo will provide documentation and training to MTIA to ensure that MTIA has the knowledge necessary to manufacture the devices described in the “Product Definition” above.

2.4                Development Schedules. Both companies will publish to each other, Gantt charts showing the activities and end dates needed to produce the deliverables described in the work plan

2.5                  Status Reports. Both companies will publish bi-weekly status reports to each other, describing the progress, issues and any significant schedule updates.

2.6                  Conference Calls -TBD

The terms of the Original Agreement apply with the following exceptions:

3.1                Reimbursement. There shall be up to $2,000,000 of reimbursement for direct out of pocket expenses, subject to submission of appropriate documentation for review and approval by the Company and outside independent auditors hired by the Company for work done by MTIA, or their affiliates, on our CGM product in development to date of this agreement. Reimbursement will be made in the form of a promissory note payable to MTIA upon consummation of a convertible debt financing led by MTIA or their affiliates in excess of $5,000,000 of gross proceeds. The form of the promissory note will be the same form as those issued in the financing. No further reimbursement will be made by Echo to MTIA for costs involved in the development of products to obtain CFDA approval or for commercial deployment. If a convertible debt financing cannot be led by MTIA or their affiliates, Echo will only reimburse up to a maximum of $1,500,000 upon CFDA approval of the products through the same promissory note as stated in accordance with the terms of the Original Agreement.

3.2                Prototypes. MTIA will reimburse Echo for the real and actual costs of producing and shipping prototype samples delivered to MTIA clinical testing, demonstration and other purposes, for the products described above in the “Product Definition”.

3.3                Plastic Parts and Tooling. MTIA will provide the tooling for the plastic parts needed for the products described above in the “Product Definition”. MTIA or their affiliates will also be responsible to provide these products to Echo for design testing, clinical testing, demonstration and other purposes. Echo will reimburse MTIA or their affiliates for the real and actual costs of producing and shipping manufactured parts for these products.

4. NOTICES