Research Project Mgmt. Services Agreement/ Am. # 6

AMENDMENT #6


This Amendment #6, effective as of the 1st day of July, 1993, amends the Research Project Management Services Agreement ("Agreement"), entered into the twenty-ninth day of August, 1989, as previously amended by Amendments #1 through #5, is entered into by and between ALLEGHENY-SINGER RESEARCH INSTITUTE, a Pennsylvania nonprofit corporation ("ASRI"), and CRYOMEDICAL SCIENCES, INC., a Delaware corporation ("Company"), pursuant to Section 9.11 thereof, according to the following terms and conditions:


1. The Term of this Agreement is hereby extended for an additional two (2) year period ending June 30, 1995.


2. The term "Inventions" set forth in Section 1.9 of the Agreement shall include, in addition to the Solutions, the cryosurgical system designed to freeze and destroy cancerous tumors owned by the Company.


3. Subsection 5.1(a) of the Agreement is hereby deleted, effective as of the effective date of the Agreement, and is replaced in its entirety by following new subsection 5.1(a): "A reasonable royalty to be determined in good faith by the parties at the time the new product or technique (the "ASRI Invention") is available for licensing and shall be a percentage of net sales. Net sales shall mean the revenues from sales of a product actually received during such year by Company, after deducting returns, sales rebates, cash discounts, separately billed shipping and handling charges, sales taxes, value added taxes, and other taxes directly linked to the sale of such product. Royalties shall only be payable for commercial sales and not for research sales. Royalty rates for any such license shall be determined as a percentage of value added to Company products by the ASRI Invention to which the royalty is applicable, or as a proportion of the percentage of value ...