Research & License Agreement Dated 09/01/95

EXHIBIT 10.10


FIRST AMENDMENT TO
RESEARCH AND LICENSE AGREEMENT


THIS FIRST AMENDMENT TO RESEARCH AND LICENSE AGREEMENT (the "Amendment") is made this 1st day of September, 1995, by and among SRI International, a California nonprofit public benefit corporation ("SRI"), the David Sarnoff Research Center (a wholly owned subsidiary of SRI), a Delaware corporation ("Sarnoff") and SolarCare Technologies Corporation, a Delaware corporation ("STC").


W I T N E S S E T H:


WHEREAS, SRI, Sarnoff and STC entered into that certain Research and License Agreement dated April 26, 1995 (the "Agreement", initially capitalized terms being used herein as defined therein, unless otherwise defined herein); and


WHEREAS, SRI, Sarnoff and STC desire to amend the Agreement, as provided herein.


NOW, THEREFORE, SRI, Sarnoff and STC, each intending to be legally bound hereby, covenant and agree as follows:


Section 1. Amendments to Agreement.
-----------------------


Sections 3.1 through 3.7 of the Agreement, effective as of the date hereof, are hereby amended by deleting such Sections in their entirety and substituting the following therefor:


3.1 Conduct of Research. During the Development Period each of
------------------- Sarnoff and SRI shall use their commercially reasonable efforts to conduct the Development Program in accordance with the tasks set forth on Exhibit A (each, a "Task" and, collectively, the "Tasks"), as such Exhibit may be amended, in writing, from time to time by Task Orders (as such term is hereinafter defined). Each Task shall describe in reasonably sufficient detail (a) the research activities to be conducted and the objectives thereof, (b) the responsibilities of the parties, the principal researchers (if any) and any specific resources required to conduct the research activities, (c) the total funding and the payment schedule therefor and (d) an estimated schedule for such activities. Sarnoff and SRI shall conduct the Development Program in good scientific manner, and in compliance in all material respects with all requirements of applicable laws, rules


and regulations. Because the research services to be performed are of an advisory or experimental nature, Sarnoff and SRI do not warrant that the Development Program, in whole or in part, will be successful or achieve the objectives set forth on Exhibit A.


3.1.1. The Development Program to be performed by Licensors for STC shall be administered by a Program Advisory Team (the "Program Advisory Team"). The Program Advisory Team shall consist of three members, with one person representing each of SRI, Sarnoff and STC. The Program Advisory Team shall communicate, confer and/or meet from time to time at the request of any party. The initial members of the Program Advisory Team shall be as follows:


Person Affiliation Telephone Facsimile
------ ----------- --------- ---------


Sam Niedbala STC (610) 822-1820 (610) 882-1830
Howard Rivenburg Sarnoff (609) 734- (609) 734-2323
Luke Schneider SRI (415) 859-5051 (415) 859-2813


The members of the Program Advisory Term may be replaced, subject to the prior approval of STC, which approval shall not be withheld unreasonably. The role of the Program Advisory Team shall be to facilitate communication among SRI, Sarnoff and STC with respect to the conduct of the Development Program and to plan for and administer Task Orders to maximize the opportunity for the successful completion of Task Orders in the most efficient and cost effective manner. Specifically, the role of the Program Advisory Team shall include, but shall not be limited to the following: (i) identifying to STC areas of necessary or desirable research for Task Orders (including the development of Task Orders for the second year effort, as set forth in Section 3.3); (ii) advising STC with respect to Task Order priorities; (iii) advising STC with respect to the objectives, scope, methodology and specifications of each Task Order; (iv) maximizing the opportunity for successful completion of Task Orders by identifying the most appropriate personnel to implement a particular Task Order and (v) overseeing the conduct and completion of each Task Order. Notwithstanding the foregoing, the recommendations of the Program Advisory Team shall be advisory only and STC shall specify which new Tasks to pursue and in which order, the objectives, scope, methodology and specifications of each Task Order, the selection of the personnel (and institution) to implement each Task Order and the form, scope and manner of communicating and/or delivering the interim and final results of each Task Order. Except as set forth in Section 3.6, neither SRI nor Sarnoff shall charge or receive any compensation for the administration of the Development Program. On the basis of the foregoing, from time to time during the term of the Development Period, (y) STC and Sarnoff may mutually agree on the scope of new Tasks to be conducted by Sarnoff to be included in the Development Program and/or (z) STC and SRI may mutually agree on the scope of new Tasks to be conducted by SRI to be included in the Development Program.


3.1.2. Each new Task shall be in writing ("Task Order") and shall reference the Agreement and describe in reasonably sufficient detail (a) the research activities to


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be conducted and the objectives thereof, (b) the responsibilities of the parties, the principal researchers (if any) and any specific resources required to conduct the research activities, (c) the total funding and the payment schedule therefor and (d) an estimated schedule for such activities.


3.1.3. STC and SRI or Sarnoff, as the case may be, shall execute a copy of each mutually acceptable Task Order which thereafter shall be incorporated in and made a part of this Agreement.


3.1.4. Upon receipt by Sarnoff or SRI, as the case may be, of a fully-executed copy of the Task Order and any initial research payment required for such Task, Sarnoff and/or SRI shall initiate each new Task under the Development Program.


3.1.5. Licensors shall ensure that all of their respective employees and independent contractors have executed and delivered binding agreements agreeing to assign all intellectual property rights to Sarnoff or SRI, as the case may be, and to promptly report the conception and reduction to practice of all discoveries and inventions to the Sarnoff or SRI Intellectual Property Office, as the case may be.


3.2. Funding. In consideration of the participation of Sarnoff and
------- SRI in the Development Program, STC agrees to pay to Sarnoff, on behalf of Licensors, a research fee of Two Hundred Thousand ($200,000) for the work to be performed during the first year of this Agreement (the "Year 1 Fee"). The Year 1 Fee shall be paid to Sarnoff, as set forth below. Licensors shall not incur expenses in conducting the Development Program in excess of such total amount, and STC shall have no obligation to reimburse Licensors for expenses incurred in excess of such total amount, unless otherwise expressly agreed to ...