AMENDMENT NO. 4
TO LICENSE AGREEMENT OF SEPTEMBER 27, 1996
BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND
SCIENTIFIC LEARNING CORPORATION
COVERING TRAINING AIDS FOR THE REMEDIATION OF LEARNING DISABILITES
Scientific Learning Corporation (“SLC") and The Regents of the University of California (the “Regents”) have
entered into an Exclusive License Agreement, dated as of September 27, 1996, as amended by Amendment No. 1
effective as of January 1, 1999, Amendment No. 2, dated as of September 13, 2001, the consent letter dated
August 7, 2003, and Amendment No. 3, effective September 30, 2003. Such Exclusive License Agreement, as
thereby amended, is collectively referred to herein as the “License Agreement”.
The Regents and SLC agree to further amend the License Agreement as follows:
“1.4 “Net Sales” shall be defined as set forth in this Section 1.4.
1. Section 1.4 shall be amended to read in full as follows:
Subject to the provisions of sections 1.4.2 through 1.4.6 below, Net Sales means the total of the gross
invoice prices of Licensed Products sold or Licensed Methods performed by the Licensee, an
Affiliate, or a sublicensee, less the sum of the following actual and customary deductions where
applicable: cash, trade, or quantity discounts; sales, use, tariff, import/export duties or other excise
taxes imposed on particular sales; transportation charges and allowances; reserves for bad debts
(not to exceed 3%); and credits to customers because of rejections or returns.
Net Sales shall not include the invoice prices of (i) services that relate to the Licensed Products such
as training, consulting, implementation, support and maintenance, so long as such services
themselves use Licensed Methods; or (ii) information collection, analysis and reporting products and
services that relate to the information that is collected from the use of Licensed Products, unless
those products or services are t