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$40	Preview Subscribers	2002	Agreement for Termination of Development and Commercialization Agreement Agreement for Termination of Development and Commercialization Agreement (25K) Doc #140434: Click preview link for longer preview. AGREEMENT FOR TERMINATION OF DEVELOPMENT AND COMMERCIALIZATION AGREEMENT This Agreement is made effective as of November 19, 2002 (the Effective Date) by and between SpectRx, Inc. and Welch Allyn, Inc. RECITALS The parties entered into a Development and Commercialization Agreement effective as of December 31, 1998 (the Development Agreement), which is attached hereto for reference; and The parties desire to terminate the Development Agreement by mutual consent in accordance with section 15.1 of the Development Agreement and to resolve matters relevant to such termination. In consideration of the mutual covenants continued herein, and other sufficient consideration, the Parties agree as follows: 1. Definitions. 1.1 Except as provided herein, terms defined in the Development Agreement, designated by capitalization of their initial letters, will have the same meanings when used in this Agreement. 1.2 Section 1.21 of the Development Agreement is amended effective as of the Termination Date as follows: "Non-Product Field means all fields of use of the Developed Technology other than the Product Field." 1.3 Section 1.25 of the Development Agreement is amended effective as of the Termination Date as follows: "Product Field means any device or method for diagnosing cervical cancer that uses [] to reveal the morphological, biochemical, or other characteristics of the target. The Product Field excludes the use of [] for diagnosing cervical cancer [] made by the target cells." 2. Termination of the Development Agreement.* 2.1 The Development Agreement is hereby terminated with retroactive effect as of December 10, 2001 (the Termination Date), and except as provided herein, all obligations of the parties under the Development Agreement are cancelled as of the Termination Date, including without limitation the obligation to equally co-fund Expenditures for the Project. 140434	SpectRx SpectRx, Inc. ( Medical Equipment & Supplies ) As referenced in this Agreement for Termination of Development and Commercialization Agreement: SpectRx, Inc – 3 spwa121902.htm EXHIBIT 99.1 AGREEMENT FOR TERMINATION OF DEVELOPMENT AND COMMERCIALIZATION AGREEMENT This Agreement is made effective as of November 19, 2002 (the Effective Date) by and between SpectRx, Inc . and Welch Allyn, Inc. RECITALS The parties entered into a Development and Commercialization Agreement effective as of December 31, 1998 (the Development Agreement), which is attached hereto for reference; _____________ SpectRx, Inc – writing or by a telecommunications device capable of creating a written record and shall be addressed to SpectRx or Welch Allyn to be notified as follows: (A) If to SpectRx: SpectRx, Inc . Attention: Chief Executive Officer 6025A Unity Drive Norcross, GA 30071 Telephone Number: (770) 242-8723 Telecopy Number: (770) 242-8639 (B) If to Welch Allyn: Welch Allyn, Inc. Attention: _____________ SPECTRX, INC – provision at issue a valid and enforceable provision as similar as possible to the invalid provision. IN WITNESS WHEREOF the Parties have executed this Agreement as of the Effective Date. SPECTRX, INC . By: /s/ THOMAS H. MULLER, JR. Print Name: Thomas H. Muller, Jr. Title: Exec. VP and CFO WELCH ALLYN, INC. By: /s/ EARL DE CARLI Print Name: Earl DeCarli _____________ dt 1462682 ; SpectRx SpectRx, Inc. ( Medical Equipment & Supplies ) As referenced in this Agreement for Termination of Development and Commercialization Agreement: SpectRx, Inc – 3 spwa121902.htm EXHIBIT 99.1 AGREEMENT FOR TERMINATION OF DEVELOPMENT AND COMMERCIALIZATION AGREEMENT This Agreement is made effective as of November 19, 2002 (the Effective Date) by and between SpectRx, Inc . and Welch Allyn, Inc. RECITALS The parties entered into a Development and Commercialization Agreement effective as of December 31, 1998 (the Development Agreement), which is attached hereto for reference; _____________ SpectRx, Inc – writing or by a telecommunications device capable of creating a written record and shall be addressed to SpectRx or Welch Allyn to be notified as follows: (A) If to SpectRx: SpectRx, Inc . Attention: Chief Executive Officer 6025A Unity Drive Norcross, GA 30071 Telephone Number: (770) 242-8723 Telecopy Number: (770) 242-8639 (B) If to Welch Allyn: Welch Allyn, Inc. Attention: _____________ SPECTRX, INC – provision at issue a valid and enforceable provision as similar as possible to the invalid provision. IN WITNESS WHEREOF the Parties have executed this Agreement as of the Effective Date. SPECTRX, INC . By: /s/ THOMAS H. MULLER, JR. Print Name: Thomas H. Muller, Jr. Title: Exec. VP and CFO WELCH ALLYN, INC. By: /s/ EARL DE CARLI Print Name: Earl DeCarli _____________ dt 1462691 ;	Welch Allyn, Inc.
$40	Preview Subscribers	2002	Development and Commercialization Agreement Development and Commercialization Agreement (25K) Doc #917337: Click preview link for longer preview. 3 spwa121902.htm EXHIBIT 99.1 AGREEMENT AGREEMENT FOR TERMINATION OF DEVELOPMENT AND COMMERCIALIZATION AGREEMENT This Agreement is made effective as of November 19, 2002 (the Effective Date) by and between SpectRx, Inc. and Welch Allyn, Inc. RECITALS The parties entered into a Development and Commercialization Agreement effective as of December 31, 1998 (the Development Agreement), which is attached hereto for reference; and The parties desire to terminate the Development Agreement by mutual consent in accordance with section 15.1 of the Development Agreement and to resolve . . . 917337	SpectRx SpectRx, Inc. ( Medical Equipment & Supplies ) As referenced in this Development and Commercialization Agreement: SpectRx, Inc – spwa121902.htm EXHIBIT 99.1 AGREEMENT AGREEMENT FOR TERMINATION OF DEVELOPMENT AND COMMERCIALIZATION AGREEMENT This Agreement is made effective as of November 19, 2002 (the Effective Date) by and between SpectRx, Inc . and Welch Allyn, Inc. RECITALS The parties entered into a Development and Commercialization Agreement effective as of December 31, 1998 (the Development Agreement), which is attached hereto for reference; _____________ SpectRx, Inc – writing or by a telecommunications device capable of creating a written record and shall be addressed to SpectRx or Welch Allyn to be notified as follows: (A) If to SpectRx: SpectRx, Inc . Attention: Chief Executive Officer 6025A Unity Drive Norcross, GA 30071 Telephone Number: (770) 242-8723 Telecopy Number: (770) 242-8639 (B) If to Welch Allyn: Welch Allyn, Inc. Attention: _____________ SPECTRX, INC – provision at issue a valid and enforceable provision as similar as possible to the invalid provision. IN WITNESS WHEREOF the Parties have executed this Agreement as of the Effective Date. SPECTRX, INC . By: /s/ THOMAS H. MULLER, JR. Print Name: Thomas H. Muller, Jr. Title: Exec. VP and CFO WELCH ALLYN, INC. By: /s/ EARL DE CARLI Print Name: Earl DeCarli _____________ dt 1462687 ;	SpectRx SpectRx, Inc. ( Medical Equipment & Supplies ) As referenced in this Development and Commercialization Agreement: SpectRx, Inc – spwa121902.htm EXHIBIT 99.1 AGREEMENT AGREEMENT FOR TERMINATION OF DEVELOPMENT AND COMMERCIALIZATION AGREEMENT This Agreement is made effective as of November 19, 2002 (the Effective Date) by and between SpectRx, Inc . and Welch Allyn, Inc. RECITALS The parties entered into a Development and Commercialization Agreement effective as of December 31, 1998 (the Development Agreement), which is attached hereto for reference; _____________ SpectRx, Inc – writing or by a telecommunications device capable of creating a written record and shall be addressed to SpectRx or Welch Allyn to be notified as follows: (A) If to SpectRx: SpectRx, Inc . Attention: Chief Executive Officer 6025A Unity Drive Norcross, GA 30071 Telephone Number: (770) 242-8723 Telecopy Number: (770) 242-8639 (B) If to Welch Allyn: Welch Allyn, Inc. Attention: _____________ SPECTRX, INC – provision at issue a valid and enforceable provision as similar as possible to the invalid provision. IN WITNESS WHEREOF the Parties have executed this Agreement as of the Effective Date. SPECTRX, INC . By: /s/ THOMAS H. MULLER, JR. Print Name: Thomas H. Muller, Jr. Title: Exec. VP and CFO WELCH ALLYN, INC. By: /s/ EARL DE CARLI Print Name: Earl DeCarli _____________ dt 1462696