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SCIL > SEC Filings for SCIL > Form 8-K on 23-Dec-2013All Recent SEC Filings




Entry into a Material Definitive Agreement, Financial Statements and Exh

Item 1.01. Entry into a Material Definitive Agreement.

On December 20, 2013, Scientific Learning Corporation ("Scientific Learning") and Posit Science Corporation (f/k/a Neuroscience Solutions Corporation) ("Posit") executed Amendment No. 3 (the "Amendment") to the SLC License Agreement, effective as of September 30, 2003, and amended by Amendment No. 1, dated July 1, 2010, and Amendment No. 2, dated June 25, 2010, (as amended, the "License Agreement"), with an effective date of December 11, 2013.

The original License Agreement granted Posit licenses in the Health Field (as defined in the License Agreement) to issued and pending patents held by Scientific Learning. Posit's licenses in the Health Field to many of the patents were exclusive. Under the Amendment, Posit agreed to make the exclusive licenses to 16 of the patents non-exclusive. Posit also agreed to amend the definition of Health Field as it applies to all non-exclusive licenses so as to reserve for Scientific Learning the field of Fitting of Hearing Aids and Cochlear Implants (as defined in the Amendment).

In exchange for the changes in the license terms set forth in the Amendment, Scientific Learning agreed to a 90% reduction in Posit's annual minimum royalty payment of $150,000 and in the Applicable Base Royalty Percentage of New Sales set forth in the License Agreement. Accordingly, the annual minimum royalty payment is now $15,000 per year and the Applicable Base Royalty Percentage is now 0.4% of Net Sales.

The Amendment in its entirety is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number Description
10.1 Amendment No. 3 to SLC License Agreement, between Scientific Learning Corporation and Posit Science Corporation (f/k/a Neuroscience Solutions Corporation), dated as of December 20, 2013 and effective as of December 11, 2013

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