Attached files
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| EX-10.1 - SentiSearch, Inc. | v210737_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) February 7,
2011
SENTISEARCH,
INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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000-52320
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20-5655648
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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1217 South Flagler Drive, 3rd Floor , West Palm Beach,
Florida
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33401
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
805-684-1830
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
February 7, 2011, SentiSearch, Inc. (the “Company”) and The Trustees of Columbia
University in the City of New York (“Columbia”) entered into an
Amendment to be effective as of January 30, 2011 (the “Amendment”) to
the License Agreement dated April 10, 2000, as amended October 17,
2006 (collectively, the “Original Agreement”), between the Company
and Columbia.
Pursuant
to the Amendment, the license by Columbia to the Company of the licensed patents
contained in the Original Agreement was terminated, such licensed patents were
returned to Columbia and the definitions of “Licensed Products/Services” and
“Licensed Technical Information” that are the subject of the
Original Agreement were modified accordingly. The license to the Licensed
Products/Services and Licensed Technical Information, as such terms were so
modified, shall continue pursuant to the Agreement, as amended by the Amendment.
In consideration for such termination, the royalties payable by the Company to
Columbia under the Original Agreement were reduced from 1% to 0.15% of the net
sales of any Licensed Products/Services, as defined in the
Amendment.
The Amendment is filed as Exhibit 10.1 to this Current Report on Form
8-K and is hereby incorporated by reference into this Item 1.01.
ITEM 9.01. FINANCIAL
STATEMENTS AND EXHIBITS.
(d) Exhibits
10.1 Amendment dated February 7, 2011, to be effective as of January
30, 2011, to License Agreement dated April 10, 2000, as amended October 17,
2006, between SentiSearch, Inc. and The Trustees of Columbia University in the
City of New York (Exhibit A, previously filed as Exhibit 10.8 to the
Quarterly Report on Form 10-Q for the period ended September 30, 2010, filed on
November 15, 2010, is omitted).
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
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SENTISEARCH,
INC.
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Dated:
February 10, 2011
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By:
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/s/ Joseph K. Pagano
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Name:
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Joseph
K. Pagano
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Title:
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Chief
Executive Officer, Secretary,
Treasurer
and Chairman of the Board
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