DMEAST #12416112 v5

EXCLUSIVE LICENSE AGREEMENT

This Exclusive License Agreement (Agreement) is made as of the date of

execution by the last-executing party (Effective Date), by and between Board of Regents of the

Nevada System of Higher Education, on behalf of the [[INSERT INSTITUTION]] (Licensor),

having offices at [[INSERT INSTITUTION ADDRESS]], and [[INSERT COMPANY NAME]]

(Licensee), a [[INSERT ENTITY TYPE AND STATE OF FORMATION]], having an address

at [[INSERT COMPANY ADDRESS]].

BACKGROUND

WHEREAS, Licensor is the owner of certain intellectual property defined and

identified herein as the Licensed Intellectual Property.

WHEREAS, Licensee desires to obtain an exclusive license to the Licensed

Intellectual Property as set forth in, and pursuant to, this Agreement.

WHEREAS, Licensor is willing to grant such an exclusive license on the terms

and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual agreements

hereinafter set forth, Licensor and Licensee agree as follows:

ARTICLE 1.

For the purpose of this License Agreement, unless the context clearly or

necessarily indicates otherwise, the following words and phrases shall have the meanings set

forth below:

DEFINITIONS

1.1 Affiliate means any entity which directly or indirectly, including through one or

more intermediaries, controls, is controlled by, or is under common control with a

party. Control means that the entity (a) owns or directly or indirectly controls at

least 50% of the voting stock of the other corporation or entity; or (b) possesses

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directly or indirectly, the power to direct or cause the direction of the management

and policies of such entity.

1.2 Aggregate Consideration means:

(a) for an Asset Sale, cash received by Licensee, as well as the fair market

value of all securities or other property received or receivable by Licensee

as part of the transaction, payable when actually paid to Licensee, less all

liabilities, other than contingent liabilities, not assumed or discharged by

the buyer as part of the Asset Sale.

(b) for a Merger or Stock Sale, cash received by Licensee, as well as the fair

market value of all securities or other property transferred to Licensees

stockholders or members (and option or warrant holders) in return for their

stock at the time of the Merger or Stock Sale, as well as for Delayed

Consideration when actually paid.

1.3 Asset Sale means a sale of all or substantially all of Licensees assets related to

the subject matter of this Agreement.

1.4 Clinically-Approved Product means any Licensed Product or Licensed Service

requiring approval or permission of the FDA, to the extent such approval or

permission requires human clinical trials whose direct costs to Licensee

(including its Affiliates or Sublicensees) would exceed one-million dollars

($1,000,000), prior to the Clinically-Approved Product being sold in a relevant

jurisdiction for the treatment, diagnosis, or prophylactic use in humans or use as a

medical device for humans.

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1.5 Combination Product means a product sold in a form containing a Licensed

Product and at least one other product, component or ingredient which could be

sold separate and apart from the Licensed Product, or providing Licensed Services

in conjunction with other services which could be performed separate and apart

from the Licensed Services (each, a Combination Product). Net Sales for such

Combination Products will be calculated by multiplying actual Net Sales of such

Combination Products by the fraction A/(A+B), where A is the Net Sales price

of the Licensed Product or Licensed Services if sold or performed separately, and

B is the Net Sales price of the other product, component or ingredient or service

in the Combination Product if sold separately. If, on a country-by-country basis,

the other product, component or ingredient or service in the Combination Product

is not sold separately in said country, Net Sales for the purpose of determining

Running Royalties of the Combination Product shall be calculated by multiplying

actual Net Sales of the Combination Product by the fraction A/C where A is the

Net Sales price of the Licensed Product or Licensed Services, if sold separately,

and C is the Net Sales price of the Combination Product. If, on a country-by-

country basis, neither the Licensed Product or Licensed Services, nor the other

product, component or ingredient or service in the Combination Product is sold

separately in said country, Net Sales for the purpose of determining Running

Royalties of the Combination Product shall be determined in good faith by the

parties. A Combination Product may include a Licensed Product and any separate

product, component or ingredient or service developed by or in-licensed by

Licensee from a third party.

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1.6 Company Inventor means any inventor of any claim that is, was, could be, or

could have been obtained or presented in any of the Licensed Patents who, prior

to the Triggering Event, as of the Effective Date of this Agreement, (i) was, is, or

later becomes employed by Licensor; and (ii) had, has, or later acquires an

executive position with Licensee or has an ownership interest in Licensee.

1.7 Delayed Consideration means any payments due for any contingent or deferred

consideration payable to Licensee or its security holders including any post-

closing milestone payment, escrow or holdback of consideration.

1.8 Developed Technology means all information, data, know-how, inventions,

trade secrets, discoveries, methods, techniques, formulae, processes, algorithms,

software, compositions of matter, and intellectual property of any kind, whether

or not copyrightable or patentable, that are conceived and reduced to practice or

developed by Licensee during or after the term of this Agreement, other than

Licensed Technology, Improvements, and Modifications, as each term is defined

in this Agreement.

1.9 FDA means, for the United States, the United States Food and Drug

Administration, or other federal agency that carries out analogous functions, and,

for jurisdictions other than the United States, any equivalent agency or

governmental body that carries out analogous functions to the United States Food

and Drug Administration.

1.10 Field of Use means [[INSERT FIELD OF USE]] and such additional fields that

are identified in writing during the term of this Agreement and added to this

definition as mutually agreed.

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1.11 Improvement means any modification of a Licensed Product or a Licensed

Service described in the Licensed Patents, so long as the modified Licensed

Product or modified Licensed Service remains a Licensed Product or Licensed

Service. If a modification of a Licensed Product or a Licensed Service results in

the product or service no longer being Licensed Product or Licensed Service, the

modification shall not be an Improvement.

1.12 Independent Patent Disclosure means, for the Licensed Technology, a single

patent application, including national stage applications, PCT applications, and

continuing patent applications of said patent application, covering one or more

technologies sufficiently related to logically and naturally form part of a single

patent application.

1.13 Initial Public Offering refers to the result of an effective registration statement

for the first sale of Licensees, or Licensees successor in interests, common

stock in a firm commitment underwritten public offering registered under the

amended Securities Act of 1933.

1.14 Invention means any claim issued in any patent of the Licensed Patents and any

claim which is or could be presented in any pending patent application of the

Licensed Patents.

1.15 Licensee means Licensee and any successor entities formed other than through

a Triggering Event.

1.16 License Year means each one year period starting on January 1 of one year and

ending on December 31 of the same year in which Licensed Products are sold or

Licensed Services are provided.

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1.13 Licensed Intellectual Property means the Licensed Patents and the Licensed

Technology. The Licensed Intellectual Property is further described in Exhibit A.

1.17 Licensed Patents means the patents and patent applications identified on Exhibit

A, together with all foreign and domestic revisions, extensions of such patents or

patent applications and all continuations, continuations-in-part or divisional

applications based thereon, and any letters patents that may issue therefrom,

including any reissues or renewals thereof, and any continuation, continuation-in-

part, re-examination or divisional applications based upon or claiming priority

from any of the foregoing, or reissue of such, or the equivalent of such, in the

United States of America or in any other country, which are necessary or useful in

the manufacture, use or Sale of Licensed Products or the provision of Licensed

Services. Exhibit A may be updated by the parties, by mutual written agreement

between an authorized representative of Licensee and the Director of Licensors

Technology Transfer Office, from time to time as necessary during the term of

this Agreement.

1.18 Licensed Product means any apparatus, kit, article of manufacture, composition

of matter, material, compound, component, software, or product prepared,

utilized, or utilized at least in part, using any Licensed Patent, or the manufacture,

use, Sale, offer for Sale or import of which, but for the license granted in this

Agreement would infringe, or contribute to, or induce the infringement of, or read

on, any Invention.

1.19 Licensed Services means any service provided by Licensee, an Affiliate, or

sublicense to a third party in exchange for consideration when such service (a)

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involves the use of any Licensed Patent; or (b) involves any process, art, or

method the use or practice of which, but for the license granted in this Agreement,

would infringe, or contribute to, or induce the infringement of, or read on, any

Invention.

1.20 Licensed Technology means (a) [[INSERT TECHNOLOGY DESCRIPTION]]

known as XX owned or controlled by Licensor as of the date of this Agreement,

which Licensor is free to disclose, and which information is now known to

[[INSERT FACULTY/INVENTOR NAMES]], each members of the faculty

[[MODIFY AS NECESSARY]] of Licensor, or which is disclosed to Licensee or

its Sublicensees under this Agreement, plus any Improvements or Modifications,

to the extent the Bayh-Dole Act allows, to any of the foregoing that are conceived

or reduced to practice during the term of this Agreement, (excluding

improvements or modifications that constitute Developed Technology), together

with any patent rights that claim any of the foregoing; and (b) any other such

items related to the XX that are identified by Licensee during the term of this

Agreement that are owned or controlled by Licensor and useful in the

development, regulatory approval, manufacturing, use, or Sale of Licensed

Products or the provision of Licensed Services, but solely to the extent so useful.

The Licensed Technology is further described and defined in Exhibit A.

1.21 Liquidation Event means a Merger, Stock Sale, or Asset Sale in which the

stockholders or other equity owners of Licensee prior to such transaction do not

own a majority of the voting power of the acquiring, surviving, or successor

entity, as the case may be. Liquidation Event does not include bona fide

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financing transactions in which voting control of Licensee transfers to one or

more persons or entities who acquire ownership interests in Licensee in exchange

for either an investment in Licensee, including the cancellation or forgiveness of

Licensees debt.

1.22 Merger means a merger, share exchange, or other reorganization.

1.23 Modifications means updates, corrections, bug fixes, patches, or enhancements

relating to any algorithms and software in the Licensed Technology.

1.24 Net Sales means the amount received by Licensee, its Affiliates, or

Sublicensees for Sale of Licensed Products and the provision of Licensed

Services, less: (a) customary trade, quantity, wholesaler, distributor, prompt

payment or cash discounts and non-affiliated brokers or agents commissions

actually allowed and taken; (b) amounts repaid or credited by reason of rejection,

return or retroactive price reduction; (c) to the extent separately stated on

purchase orders, invoices, or other documents of sale, taxes levied on and/or other

governmental charges made as to production, sale, transportation, storage,

delivery or use and paid by or on behalf of Licensee, its Affiliates, or

Sublicensees; and (d) reasonable charges for delivery, transportation, storage, and

packing provided by third parties, if separately stated.

1.25 Non-Clinical Product means Licensed Products or Licensed Services that are

not Clinically-Approved Products.

1.26 Pre-Money Valuation means the price per share of common stock sold in the

Initial Public Offering multiplied by the total number of outstanding shares of

common stock of Licensee immediately before the closing of the Initial Public

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Offering, determined on a fully diluted, as converted into common stock basis,

including any stock split, stock dividend, stock combination, recapitalization or

similar action affecting Licensees capitalization that takes place, or is deemed to

take place, on completion of the Initial Public Offering.

1.27 Sale or Sales mean any bona fide transaction for which consideration is

received or expected for the sale, license (including renewals and upgrades), use,

lease, transfer, or other disposition of a Licensed Product or the provision of

Licensed Services. A Sale of a Licensed Product or Licensed Services shall be

deemed completed at the time that Licensee or any Sublicensees receives payment

for such Licensed Product or Licensed Service.

1.28 Stock Sale means the sale by one or more stockholders of a majority of the

voting power of the Licensee.

1.29 Sublicensee means any third party to whom Licensee or its Affiliates or

Sublicensees grants rights under the Licensed Patents.

1.30 Territory means worldwide.

1.31 Triggering Event means a Liquidation Event or an Initial Public Offering.

ARTICLE 2.

2.1 Licensor hereby grants to Licensee, and Licensee accepts, for the term of this

Agreement, an exclusive license for the Licensed Intellectual Property in the Field

of Use in the Territory, with the right to sublicense, to make, have made, use, and

sell Licensed Products and provide or perform Licensed Services.

LICENSE GRANT

2.2 The license of Section 2.1 is subject to Licensors reservation of any necessary

rights for itself and its Affiliates to practice the Licensed Intellectual Property for

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non-commercial purposes including without limitation, the right of Licensor to

perform educational activities or research and development for itself. In addition,

the license of Section 2.1 may, for certain Licensed Patents, be subject to reserved

rights of the United States Government under the provisions of 35 U.S.C. 200-

212 and applicable regulations. For Licensed Patents subject to government

rights, Licensee is aware that any Licensed Products used or sold in the United

States must be substantially manufactured in the United States.

2.3 The right to sublicense granted to Licensee hereunder is subject to the following

conditions.

(a) In each sublicense, which shall be in writing, the Sublicensee shall be

subject to the terms and conditions of the license granted to Licensee

hereunder, including, but not limited to, the provisions contained in

Articles 4 (Reporting by Licensee), 5 (Books and Records), 7 (Transfer

and Protection of Technical Information), 11 (Disclaimer of Warranties),

12 (Limitation of Liability), 14 (Insurance), 15 (Indemnification), and 18

(Alternative Dispute Resolution).

(b) Each sublicense shall expressly provide that Licensor makes no warranties

or representations regarding the Licensed Intellectual Property, and shall

provide that Licensor has no liability to the Sublicensee with regard to the

Licensed Intellectual Property.

(c) Licensee shall forward to Licensor, within thirty (30) days of execution,

the name and address of each Sublicensee and the identity of any

designated representative of the Sublicensee (name, title, location) to

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receive communications relative to the sublicense and copies of each

sublicense agreement upon written request of Licensor.

(d) With respect to sublicenses granted pursuant to Section 2.1, Licensee

shall:

(i) Not receive, or agree to receive, anything of value in lieu of cash

as considerations from a third party under a sublicense granted

pursuant to Section 2.1 without the express written consent of

Licensor;

(ii) To the extent applicable, include all of the rights of and obligations

due to Licensor and contained in this Agreement; and

(iii) Collect and guarantee payment of all payments due, directly or

indirectly, to Licensor from Sublicensees and summarize and

deliver all reports due, directly or indirectly, to Licensor from

Sublicensees.

(e) Upon termination of this Agreement for any reason, other than Licensors

breach of a material term of this Agreement, Licensor, at its sole

discretion, shall determine whether Licensee shall cancel or assign to

Licensor any and all sublicenses.

2.4 If Licensee is unable or unwilling to serve or develop a potential market or market

territory for which there is a company willing to be a sublicensee, Licensee will,

at Licensors request, negotiate in good faith a sublicense with any such

sublicensee. Licensor would like licensees to address unmet needs, such as those

of neglected populations or geographic areas, giving particular attention to

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improved therapeutics, diagnostics and agricultural technologies for the

developing world. In addition, in consideration of Licensor being an institution of

the State of Nevada and encouraging economic diversification and development

in Nevada, Licensee agrees to, to the extent practicable, carry out its business

within Nevada.

2.5 The rights and licenses granted to Licensee herein shall be effective as of the

Effective Date.

ARTICLE 3.

3.1 Upon the first to occur Triggering Event, Licensee will pay Licensor a License

Fee equal to three-quarters of one percent (0.75%) of either the Aggregate

Consideration (including Delayed Consideration, if any) for a Liquidation Event

or the Pre-Money Valuation for an Initial Public Offering. The License Fee shall

be paid upon closing of the Triggering Event, except for Delayed Consideration,

which shall be payable within thirty (30) days after the actual receipt of such

Delayed Consideration by Licensee or its security holders. As to Company

Inventors, the License Fee shall be exempt from the revenue sharing provisions of

Licensors Intellectual Property/Patent Policy. Licensee shall assist Licensor in

obtaining written confirmation of such waiver from the Company Inventors,

which confirmation shall be obtained no later than a reasonable time after

execution of this Agreement. Completion of such written confirmation is a

material term of this Agreement.

CONSIDERATION

3.2 When the Triggering Event is a Liquidation Event, the License Fee shall be paid

in the same form, such as cash, securities, or other property, and proportion

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Licensee and/or its security holders receive consideration. However, to the extent

any portion of the License Fee is payable in securities for which there is not an

active public market, Licensee shall instead make a cash payment to Licensor

equal to the fair market value of such securities (determined in Section 3.3).

When the Triggering Event is an Initial Public Offering, the License Fee shall be

paid in cash.

3.3 The value of securities and other property shall be determined as follows, with an

appropriate discount to represent fair market value when the securities or property

are subject to restrictions on marketability (such as being subject to investment

letters), and in order of precedence:

(a) The value of the securities or property as set forth in the agreement

governing a Liquidation Event;

(b) if the value in (a) in not readily determinable from the agreement, then the

value shall be the average of the closing price of the securities on the stock

(or other securities) exchange on which the securities are traded, if any, for

the thirty (30) day period prior to the closing of the Liquidation Event;

(c) if (a) and (b) are not sufficient to determine the value, and the securities or

property are traded as unlisted stock, such as over-the-counter stock, the

value shall be, for the thirty (30) day period ending three days prior to the

closing of the Liquidation Event, the average closing bid prices;

(d) if the value is not determinable from the agreement or a public market,

then the value shall be determined, at Licensors option, by Licensees

Board of Directors, in good faith, and approved by Licensor, which

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approval shall not be unreasonably withheld, or by an independent

appraiser selected and paid for by Licensee.

3.4 Licensee shall pay Licensor a running royalty on Net Sales of all Licensed

Products and Licensed Services in the following amounts:

(i) one percent (1%) on Net Sales of Clinically-Approved Products

(ii) two percent (2%) on Net Sales of Non-Clinical Products

3.5 Licensee shall pay as a royalty to Licensor ten percent (10%) of all income

received by Licensee though any transaction that includes the grant of a

sublicense under this Agreement.

3.6 To retain its license under this Agreement, Licensee shall pay Licensor, as

minimum annual royalties, no less than the amounts set forth below:

(a) During the first and second License Years: none

(b) During the third through fifth License Years: $15,000 for clinically

approved products, $5,000 for Non-Clinical Products

(c) During the sixth License Year and subsequent License Years: $30,000 for

clinically approved products, $10,000 for Non-Clinical Products

3.7 Notwithstanding the minimum annual royalties of Section 3.6, Licensor has the

right, in its sole and unfettered discretion, to convert the exclusive license of

Section 2.1 to a non-exclusive license in the event Licensees gross annual sales

of Licensed Products and Licensed Services for each of two consecutive License

Years after the [[INSERT LICENSE YEAR]] License Year would produce a

royalty less than the minimum annual royalty (Section 3.6) for the License Year.

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In the event Licensor exercises this right, all other terms of this Agreement shall

remain in full force and effect.

3.8 Licensee shall meet the following milestone schedule: [[NOTE, THE

MILESTONES HERE ARE REPRESENTATIVE ONLY. THE ACTUAL

MILESTONES AND DATES WILL BE DETERMINED ON A CASE BY

CASE BASIS]]

(a) Submission of a business plan to Licensor, including designation of the

corporate (business) management team, the business plan reasonably

acceptable to Licensor, by XX;

(b) Initial funding, including grants, of at [[WRITTEN AMOUNT]] dollars

($XX[[NUMERICAL AMOUNT]] by XX, or Net Sales of [[TEXT

AMOUNT]] dollars ($XX [[NUMERICAL AMOUNT]]) by XX;

(c) Initial product specification of a Licensed Product and preliminary testing

of such product by XX; and

(d) First Sale of Licensed Product or Licensed Service by XX.

3.9 Should Licensee fail to meet any milestone of Section 3.8, Licensee and Licensor

shall meet to discuss the circumstances surrounding the missed milestone.

Licensor, at its sole discretion, may adjust the milestone or terminate this

Agreement by providing Licensee with written notice and an opportunity to cure

in accordance with Section 9.3.

3.10 All payments shall be made to Licensor in United States Dollars. For converting

payments into United States Dollars associated with Running Royalties that

accrue in a foreign currency, the parties shall use the average of the closing

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buying rates as published in the Wall Street Journal applicable to transactions

under exchange regulations for the particular currency on the last business day of

the accounting period for which payment is due.

3.11 The Running Royalties shall be paid by Licensee annually no later than thirty (30)

days after the last day of the License Year.

3.12 Licensees obligation to pay Running Royalties (for itself and on behalf of its

Affiliates and Sublicensees) shall continue for the term of this Agreement.

Licensor shall receive only one Running Royalty payment for any individual

transaction involving the Sale of Licensed Product or the provision of Licensed

Services. Licensee shall notify Licensor of the date of first commercial Sale of

Licensed Product or provision of Licensed Services within each country in the

Territory within thirty (30) days of the date of such first Sale.

3.13 Running Royalty payments shall be payable to Board of Regents of the Nevada

System of Higher Education, on Behalf of [[INSTITUTION]] and sent to:

UNR-DRI Technology Transfer Office Ross Hall 218/Mail Stop 321 Attn: Director Reno, NV 89557 ARTICLE 4.

4.1 Licensee shall prepare annual royalty reports setting forth Sales of Licensed

Products and provision of Licensed Services during the applicable License Year

by Licensee, its Affiliates and its Sublicensees. These reports shall be delivered

to Licensor with the Running Royalty payments within thirty (30) days following

the end of each License Year.

REPORTING BY LICENSEE

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4.2 If no Sales of Licensed Products have been made, or provision of Licensed

Services performed, by Licensee and/or its Affiliates or Sublicensees during any

License Year, a statement to that effect shall be delivered by Licensee to Licensor

within thirty (30) days following the end of the License Year.

ARTICLE 5.

Licensee shall maintain, and require its Affiliates and Sublicensees to maintain,

full, true, and accurate books of accounts and other records containing all particulars which may

be necessary to ascertain and verify the royalties payable under this Agreement. Upon

Licensors written request, Licensee and/or its Affiliates or Sublicensees shall permit an

independent Certified Public Accountant selected by and paid for by Licensor to perform an

audit at reasonable times during regular business hours such of their records as may be

reasonably necessary to determine the accuracy of any report and/or payment made under this

Agreement (the Audit). If such Audit determines an underpayment in Running Royalties has

occurred, Licensee shall reimburse Licensor, or require its Affiliate or Sublicensees who is

responsible for the underpayment to reimburse Licensor, for its costs for performing the Audit.

Such Audit may occur only once per License Year. Once an Audit has occurred for any License

Year, the records related to such License Year cannot be reviewed again.

BOOKS AND RECORDS

ARTICLE 6.

Any Improvements or Modifications, patented or unpatented, made to the

Licensed Technology by Licensee during the term of this Agreement shall be the sole property of

Licensee and subject to the royalty obligation of Section 3.4. All Developed Technology shall

be the sole property of Licensee and not subject to royalty obligation.

IMPROVEMENTS BY LICENSEE

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ARTICLE 7.

7.1 Licensee acknowledges that Licensor considers the Licensed Technology to be

proprietary information and Licensee agrees that it shall maintain the

confidentiality thereof for five (5) years after the expiration or termination of this

Agreement and use such Licensed Technology only within the scope authorized

by the license granted herein.

TRANSFER AND PROTECTION OF TECHNICAL INFORMATION

7.2 Licensed Technology shall, where appropriate, be identified by placing a stamp

thereon bearing the legend [[INSTITUTION]] Technology

Proprietary/Confidential.

7.3 Notwithstanding Section 7.1 above, Licensee shall be permitted to disclose

Licensed Technology to its Affiliates, Sublicensees, employees, suppliers, agents

and other third parties if necessary for the sole purposes of analyzing, developing,

processing, manufacturing, or Sale of Licensed Products or Licensed Services

pursuant to the terms of this Agreement; provided, however, that any such

recipient of Licensed Technology shall be informed of the provisions of this

Article 7 and shall agree in writing with Licensee to be bound to the

confidentiality obligations pertaining to Licensed Technology under this

Agreement.

7.4 The provisions of this Article 7 shall not apply to Licensed Technology or other

information which (a) is, or becomes through no fault of Licensee, part of the

public domain, (b) was known to Licensee at the time of disclosure by the

Licensor, (c) becomes known to Licensee from a source other than the Licensor

without breach of this Agreement by Licensee, or, to Licensees reasonable belief,

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no breach by the source of a duty of confidentiality to Licensor, or (d) the

disclosure of which is required by law, regulation, or court order, provided that

Licensee gives Licensor notice in sufficient time to, with Licensees cooperation,

contest the law or order and obtain a suitable protective order.

ARTICLE 8.

8.1 With respect to any Licensed Patents that are exclusively licensed to Licensee

pursuant to this Agreement, Licensee shall have the right to prosecute in its own

name and at its own expense any infringement of such Licensed Patents, so long

as such license is exclusive at the time of the commencement of such action, and

to the extent such license remains exclusive throughout the action. Each party

agrees to notify the other promptly and in no event later than ten (10) days after

becoming aware of any discovered or suspected infringement of the Licensed

Patents. Before Licensee commences an action with respect to any infringement

of such Licensed Patents, or notifying an alleged infringer of any alleged

infringement, Licensee shall give careful consideration to the views of Licensor

and to potential effects on the public interest.

INFRINGEMENT

8.2 Participation, costs, recoveries, and reimbursements.

(a) If Licensee elects to commence an action as described above, Licensor

may, to the extent permitted by law and at its sole cost and expense, elect

to join as a party in that action. Regardless of whether Licensor elects to

join as a party, or if Licensor is required as a necessary party to any such

action, Licensor shall cooperate with Licensee in connection with any

such action, at Licensees sole cost and expense.

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(b) If Licensor elects to join as a party pursuant to Section 8.2(a), Licensee

shall remain in control of the action.

(c) Recoveries or reimbursements from actions commenced pursuant to this

Section 8.2 shall first be applied to reimburse Licensee and Licensor for

litigation costs. Any remaining recoveries or reimbursements shall be

retained by Licensee; provided however, that such amount, minus the

costs and expenses to Licensee of such action, shall be deemed to

constitute Net Sales for purposes of this Agreement and subject to the

royalty of Section 3.4.

8.3 If Licensee elects not to exercise its right to prosecute an infringement of the

Licensed Patents pursuant to this Article, Licensor may do so at its own expense,

controlling such action and retaining all recoveries therefrom. Licensee shall

reasonably cooperate with Licensor, at Licensors sole expense, including the

reasonable costs of counsel of Licensee, in connection with any such action.

Recoveries or reimbursements from actions commenced pursuant to this Section

8.3 shall first be applied to reimburse Licensor and Licensee for litigation costs.

Any remaining recoveries or reimbursements shall be retained by Licensor.

8.4 If a declaratory judgment action is brought by a non-affiliated third party naming

Licensee as a defendant and alleging invalidity of any of the Licensed Patent or

any suit is brought by a third party naming Licensee as a defendant alleging patent

infringement involving the sale, manufacture, distribution or marketing of a

Licensed Product or Licensed Service, and alleging invalidity of any Licensed

Patent as a counterclaim, Licensee shall have the right to defend such action and

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maintain the control of the defense of the action at its own expense. Licensor

shall cooperate fully with Licensee, at Licensees sole expense, in connection

with any such action. If Licensee ultimately prevails and receives an award from

such non-affiliated third party as a result of such action (whether by way of

judgment, award, decree, settlement or otherwise), such award shall be retained

by Licensee; provided however, that such amount, minus the costs and expenses

to Licensee of such action, shall be deemed to constitute Net Sales for purposes of

this Agreement. If Licensee fails to defend such declaratory judgment action or

counterclaim, Licensor may elect to take over the sole defense of the action at its

own expense, in which case Licensor shall have the option to convert Licensees

license of Section 2.1, as to the Licensed Patent(s) forming the subject of the

action, to a non-exclusive license, all other terms of this Agreement shall remain

in full force and effect. Licensee shall cooperate fully with Licensor in

connection with Licensors defense of any such action.

ARTICLE 9.

9.1 This Agreement, unless sooner terminated as provided herein, shall terminate

upon the later to occur of the expiration of the last to expire Licensed Patents or

the twentieth anniversary of the Effective Date.

TERM AND TERMINATION

9.2 Licensor may terminate this Agreement if any of the following occur:

(a) Licensee is in arrears in payment of Running Royalties due pursuant to

this Agreement, Licensor sends a notice of such default, and Licensee

does not provide full payment within thirty (30) days of receipt of such

notice; or

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(b) Licensee files, or has filed against it, a petition or proceeding under any

bankruptcy, insolvency or similar law, or becomes insolvent, makes an

assignment for the benefit of creditors, appoints, or has appointed, a

receiver or trustee over its property.

9.3 If either party fails to fulfill any material obligation under this Agreement or

materially breaches any of the representation, warranty, or covenant contained

herein, the non-breaching party may terminate this Agreement upon written notice

to the breaching party as provided below. Such notice must contain a full

description of the event or occurrence alleged to constitute a breach of the

Agreement. The party receiving notice of the breach shall have the opportunity to

cure that breach within sixty (60) days of receipt of notice (30 days for financial

breach). If the breach is not cured within that time, the termination will be

effective immediately upon the end of such cure period unless the parties are

continuing to work in good faith to resolve any dispute.

9.4 If Licensor terminates this Agreement under Section 9.2, and/or 9.3, by reason of

defaults by Licensee, then Licensee and its Affiliates and Sublicensees shall cease

using all Licensed Intellectual Property and, at Licensors request, return all

Licensed Technology to Licensor. If this Agreement expires at the end of its

stated term, or is terminated by Licensee under Section 9.3 because of a material

breach by Licensor, then Licensee shall hold an exclusive or non-exclusive,

corresponding to the state of Licensees license at the time of Licensors breach or

such expiration, fully paid up perpetual license under the Licensed Intellectual

Property, with the right to sublicense, solely to use with respect to Licensed

- 23 -

Products and Licensed Services; provided that Licensee has paid all Running

Royalties due to Licensor and has complied with all of its obligations under this

Agreement prior to such expiration or termination, and subject to continuing

compliance with the confidentiality provisions of this Agreement.

9.5 Licensees obligation to pay Running Royalties accrued under Article 3 hereof for

Sales of Licensed Products or Licensed Services prior to such termination or

expiration shall survive termination or expiration of this Agreement. In addition,

the provisions of Articles 5 (Books and Records), 7 (Transfer and Protection of

Technical Information), 9 (Term and Termination) and 15 (Indemnification) shall

survive such termination or expiration.

9.6 Any failure on the part of either party to terminate hereunder shall not be deemed

a condonation of such default or breach or a waiver of any future default or

breach.

9.7 Termination of this Agreement by either party for any reason shall not affect and

shall be without prejudice to the rights and obligations of the parties accrued prior

to the effective date of termination of this Agreement.

ARTICLE 10.

10.1 Licensor represents, covenants, and warrants that Licensor has the right to enter

into this Agreement, to grant to Licensee all of the rights and licenses granted

herein, and to perform all other obligations of this Agreement and, as of the

Effective Date, is not actually aware of any actual or potential infringement by the

Licensed Technology of any valid rights of any third party where the possibility

of such infringement is not already known to Licensee. The transactions

REPRESENTATIONS AND WARRANTIES

- 24 -

contemplated by this Agreement do not and will not conflict with or result in a

breach or default with respect to any agreements to which Licensor is subject.

10.2 Licensee hereby represents and warrants that the execution, and performance of

this Agreement by Licensee and the consummation of the transactions

contemplated by this Agreement do not and will not conflict with or result in a

breach of or default with respect to the provisions of any agreements to which

Licensee is subject and will not (i) violate any provision of any law or regulation

applicable to Licensee, or any other judgment or decree of any court or other

agency of any government binding on Licensee, or (ii) require any approval by,

consent of, or filing with, any person, entity, or agency of any government.

10.3 Licensee further represents that it is a [[INSERT ENTITY TYPE AND STATE

OF FORMATION]] and has the necessary power and authority to enter into this

Agreement.

ARTICLE 11.

EXCEPT AS OTHERWISE PROVIDED HEREIN, THE TECHNOLOGY

LICENSED UNDER THIS AGREEMENT IS PROVIDED ON AN AS IS BASIS, AND

LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR

IMPLIED, WITH RESPECT THERETO. BY WAY OF EXAMPLE BUT NOT OF

LIMITATION, LICENSOR MAKES NO REPRESENTATION OR WARRANTIES (i) OF

COMMERCIAL UTILITY; (ii) OF MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE.

DISCLAIMER OF WARRANTIES

- 25 -

ARTICLE 12.

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY (OR TO

ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTYS RIGHTS,

INCLUDING SUBLICENSEES) FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL,

PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOST PROFITS,

LOSS OF BUSINESS, OR OTHER ECONOMIC DAMAGE, AND FURTHER INCLUDING

INJURY TO PROPERTY, AS A RESULT OF BREACH OF ANY WARRANTY OR ANY

MATERIAL OBLIGATION OF THIS AGREEMENT, REGARDLESS OF WHETHER THE

PARTY ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR

IN FACT KNEW OF THE POSSIBILITY THEREOF. EACH PARTY ACKNOWLEDGES

THAT THE FOREGOING SENTENCE REFLECTS AN INFORMED, VOLUNTARY

ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN)

THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT, THAT SUCH

VOLUNTARY RISK ALLOCATION WAS A MATERIAL PART OF THE BARGAIN

BETWEEN THE PARTIES, AND THAT THE ECONOMIC AND OTHER TERMS OF THIS

AGREEMENT WERE NEGOTIATED AND AGREED TO BY THE PARTIES IN RELIANCE

ON SUCH VOLUNTARY RISK ALLOCATION.

LIMITATION OF LIABILITY

ARTICLE 13.

13.1 Within thirty (30) days of the Effective Date, Licensee shall reimburse Licensor

for past patent expenses incurred by Licensor relating to the Licensed Patents or

advise Licensor that Licensee wishes to Licensor to consider deferring repayment

of such patent expenses, as well as future patent expenses, relating to the Licensed

Patents existing as of the Effective Date under the terms of Section 13.4. If

DOMESTIC AND FOREIGN PATENT FILING AND MAINTENANCE

- 26 -

Licensor agrees to such deferment, reimbursement shall be governed by Section

13.4. If Licensor does not agree to such deferment, Licensee shall reimburse

Licensor for past patent expenses within thirty (30) days of receiving Licensors

decision not to allow deferment. Future patent costs will be reimbursed according

to Section 13.2.

13.2 For future patent expenses relating to Licensed Patents in existence as of the

Effective Date, if Licensee has not chosen to defer payment of such expenses,

Licensee shall reimburse Licensor for all patent expenses within thirty (30) days

of the receipt of each notification or bill therefor from Licensor.

13.3 For Licensed Patents resulting from Independent Patent Disclosures arising after

the Effective Date, Licensee shall promptly indicate to Licensor whether Licensee

will pay patent expenses as they accrue or if Licensee wishes to defer expenses

under Section 13.4. If Licensee does not wish to defer expenses, Licensee shall

reimburse Licensor for all patent expenses within thirty (30) days of the receipt of

each notification or bill therefor from Licensor.

13.4 Deferment of patent expenses.

(a) For each Independent Patent Disclosure, Licensee may request that

Licensor defer Licensees responsibility to pay and/or repay patent

expenses under this Agreement. If Licensor agrees to Licensees request,

which agreement is at Licensors sole discretion, Licensees responsibility

to repay past patent expenses and to pay ongoing patent expenses will be

deferred for a period (Deferment Period) of three years from the

Effective Date, for Independent Patent Disclosures existing as of the

- 27 -

Effective Date, or from the date of Licensees deferment request, for

Independent Patent Disclosures developed after the Effective Date.

(b) For each Independent Patent Disclosure for which Licensee requests, and

Licensor agrees to provide, patent expense deferment, the License Fee of

Section 3.1 shall be increased by:

(i) 0.125% per concurrently pending U.S. Patent Application,

including U.S. national stage applications filed from PCT

applications for which deferment was granted under (ii), below;

(ii) 0.10% per concurrently pending PCT patent application, including

a U.S. national stage filing at the U.S. national stage deadline;

(iii) Deferment is not available for non-U.S. national stage applications.

(c) For each Independent Patent Disclosure, within thirty (30) days of the

expiration of the relevant Deferment Period, Licensee shall reimburse

Licensor for past patent expenses, and patent expenses incurred within the

deferment period.

(d) For each Independent Patent Disclosure, the maximum deferrable

expenses are thirty-thousand dollars ($30,000). Once the maximum

deferrable expenses have been reached, Licensee shall be responsible for

paying additional expenses pursuant to Section 13.3. The previously

incurred expenses shall continue to be deferred for the Deferment Period.

13.5 Licensor will maintain responsibility for filing, prosecuting, and maintaining the

Licensed Patents directly, if acceptable to both Licensor and Licensee, or through

outside counsel mutually acceptable to Licensor and Licensee. Licensor shall

- 28 -

provide to Licensee written notice of actions taken in connection with

management of the Licensed Patents and Licensee shall have the opportunity to

review and comment upon the breadth and coverage of the Licensed Patents.

Although Licensor shall control patent preparation, prosecution, and maintenance,

Licensee shall have reasonable opportunities to advise Licensor. Licensor will

use its best efforts to accommodate Licensees reasonable concerns and

suggestions, to ensure that the Licensed Patents adequately address the current

and future commercial and business needs of Licensee. As long as this license

remains exclusive, Licensee shall have the right to identify additional jurisdictions

where patent filings are advisable, and will, at Licensees sole expense, file such

patents and pursue patent protection and maintenance in such countries. Any

such patents and patent applications shall be Licensed Patents hereunder.

13.6 Should Licensee wish to discontinue pursuit or maintenance of any Licensed

Patent in any jurisdiction, Licensee shall notify Licensor in writing not less than

thirty (30) days before the deadline for taking action to avoid abandoning

Licensed Patents in any jurisdiction, including failing to maintain any such

Licensed Patent, continue prosecution of any patent application included in the

Licensed Patents, or make any required filing to preserve any U.S. or foreign right

within the Licensed Patents so that Licensor may decide whether to proceed with

such filing, prosecution, or maintenance at Licensors sole expense. Any such

patent or patent application pursued or maintained at Licensors expense shall not

be within the Licensed Patents or Licensed Technology and Licensee shall have

no rights therein, either express or implied.

- 29 -

13.7 Each party shall reasonably cooperate with the other in the preparation, filing,

prosecution, and maintenance of Licensed Patents and of all patents and patent

applications licensed to Licensee hereunder, including executing all papers and

instruments as to enable Licensor to apply for, to prosecute, and to maintain

patent applications and patents in Licensors name in any country. Licensee shall

keep Licensor advised of Licensees eligibility status under the U.S. Patent Office

small business concern rules and regulations as necessary related to any such

filings. Each party shall provide to the other prompt notice as to all matters which

come to its attention and which may affect the preparation, filing, prosecution or

maintenance of any such patent applications or patents.

13.8 If Licensee wishes to contest the validity or enforceability of the Licensed Patents

or a license under this Agreement, Licensee will provide written notice to

Licensor at least forty-five (45) days before instituting any legal proceeding.

ARTICLE 14.

14.1 Licensee shall, before any Licensed Products are sold or Licensed Services

provided, and thereafter throughout the term of this Agreement, obtain and

maintain at its own cost and expense from an insurance company licensed to do

business in Nevada with Moodys Rating of A, a Comprehensive General

Liability (CGL) insurance policy which will include a standard product liability

endorsement covering Licensee and its Affiliates for any Licensed Products sold

or Licensed Services performed by Licensee or its Affiliates based upon practice

of the Licensed Intellectual Property. Such insurance policy shall name Licensor,

its officers, directors, trustees, employees and agents as additional insureds.

INSURANCE

- 30 -

14.2 The amount of coverage shall be at least five (5) million dollars ($5,000,000) per

occurrence.

14.3 Licensee shall furnish Licensor a certificate of insurance evidencing same within

ten (10) days prior to the first Sale of a Licensed Product or a Licensed Service.

In no event shall Licensee sell or permit the Sale of Licensed Products or

Licensed Services prior to receipt by Licensor of such evidence of insurance.

Licensee shall also require that each sublicensee obtain similar insurance

coverage.

14.4 Licensee shall notify Licensor in writing within thirty (30) days of any

modification, alteration, cancellation or termination of any insurance policy

issued to Licensee under this clause. In the case of any cancellation, termination

or other action adversely affecting the coverage required under paragraphs 14.1

and 14.2, Licensee shall obtain replacement coverage that complies with this

Article 14. During any gap in coverage Licensee and its sublicensees shall

immediately cease selling Licensed Products until replacement coverage is

obtained.

ARTICLE 15.

Licensee agrees to indemnify, defend and hold harmless Licensor, its Affiliates,

and the officers, directors and employees of each of them (the Licensor Indemnified Parties)

against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys

fees) incurred by or awarded against the Licensor Indemnified Parties based on or resulting from

any act or omission of Licensee or its Affiliates relating to this Agreement. This obligation shall

survive the termination of this Agreement. Licensee and Licensor shall give each other prompt

INDEMNIFICATION

- 31 -

notice of each threat, claim or suit arising from such conduct, and Licensee shall have sole

control over the defense and/or settlement of such threats, claims or suit. Licensee shall require

any Sublicensees to provide similar indemnification to the Licensor Indemnified Parties under

any sublicense agreement.

ARTICLE 16.

All notices required under this Agreement shall be in writing and sent by

facsimile or electronic mail with confirmation received, by mail or by courier that requires

acknowledgment of receipt to the applicable party or entity at the following addresses (or to such

other address as may hereafter be designated by a party or entity by notice to the other given in

accordance with this Section):

NOTICES

[[INSERT CONTACT INFORMATION]]

Notices to LICENSEE

UNR-DRI Technology Transfer Office

Notices to LICENSOR

Ross Hall 218/Mail Stop 321 Attn: Director Reno, NV 89557

Any notice given in accordance with this Agreement shall be effective upon

receipt by the addressee.

ARTICLE 17.

This Agreement shall be interpreted and construed in accordance with the laws of

the State of Nevada. The parties hereby consent and submit to the exclusive jurisdiction of the

respective federal and state courts in and of the State of Nevada.

GOVERNING LAW, JURISDICTION, AND ATTORNEYS FEES

- 32 -

ARTICLE 18.

In the event of any controversy or claim arising out of or relating to any provision

of this Agreement or the breach thereof, the parties shall try to settle those conflicts amicably

between themselves. Within five business days of receiving written notice from a party that a

dispute exists, the parties shall meet and negotiate in good faith for a period not to exceed one

business day to resolve such dispute. If good faith negotiation between the representatives does

not result in resolution, each party shall nominate one representative having a position not less

than vice president or his/her designee, to participate in additional good faith negotiations (High

Level Negotiations) within ten business days after the first negotiation. If within thirty (30)

days of the start of such High-Level Negotiations there is no resolution of the dispute, the parties

shall each submit a written statement within five (5) business days to a third party mediator

mutually acceptable to both parties. The parties and the mediator shall meet within five (5)

business days of the written submission for a non-binding mediation session. The cost of

mediation shall be shared equally by the parties.

ALTERNATIVE DISPUTE RESOLUTION

Should the parties not resolve their issues by mediation within one hundred

twenty (120) days of initiation of the mediation process, the dispute shall be subject to binding

arbitration. All disputes arising in connection with this Agreement shall be finally settled under

the Rules of Conciliation and Arbitration of the International Chamber of Commerce by three (3)

arbitrators appointed in accordance with these Rules. All documents and correspondence in

relation to those disputes shall be drafted in English and the arbitration shall be conducted in

English. The arbitrators to be appointed shall have a good working knowledge of the English

language. The place of arbitration shall be Reno, Nevada, USA. The arbitration award shall be

- 33 -

final, binding and not subject to appeal and shall be enforceable in any court of competent

jurisdiction. The party in whose favor the arbitration award is rendered shall be entitled to

recover the cost and expenses of the arbitration panel. However, the parties own internal

management time and costs (including the costs of the in-house counsel) and the costs of outside

lawyers shall be borne by each party.

ARTICLE 19.

The parties acknowledge that Licensee, from time to time, may wish to lease, use,

or otherwise have access to Licensors space and tools in order to develop products and services

on behalf of Licensee. Licensee agrees that any such lease, use , or access shall be subject to a

separate written agreement between Licensee and Licensor. Unless otherwise agreed to by the

parties, to the extent that any such products or services are commercialized by Licensee, such

products or services shall not be Licensed Products or Licensed Services under the auspices

of this Agreement solely because any such development took place at locations owned or

controlled by Licensor; rather the use, or non-use, as the case may be, of Licensed Intellectual

Property, and the terms of this Agreement, shall govern whether such products or services are

Licensed Products or Licensed Services hereunder.

INFRASTRUCTURE LEASE AGREEMENTS

ARTICLE 20.

20.1 The parties hereto acknowledge that they have read this Agreement and

understand it, and they agree to be bound by all of its terms and conditions. They

further agree that this Agreement constitutes the entire agreement between the

parties with respect to the subject matter thereof and merges all prior and

contemporaneous communications therein. This Agreement shall not be modified

MISCELLANEOUS

- 34 -

except by a written agreement signed by duly authorized representatives of

Licensor and Licensee.

20.2 If any provision of this Agreement is held by a court of competent jurisdiction to

be invalid or unenforceable, such ruling shall not affect the validity or

enforceability of the remainder of this Agreement. Notwithstanding the

foregoing, if such ruling substantially impairs the value of the entire Agreement

as to either party, the parties shall enter into good faith negotiations for a period of

sixty (60) days aimed at modifying the entire Agreement in a manner that

compensates such party for the lost value. In the event such negotiations are not

successful, this Agreement shall automatically be terminated upon the expiration

of the negotiating period unless the time of the negotiating period has been

extended by the mutual consent of the parties.

20.3 The headings and captions used in this Agreement are intended for convenience

only and shall not affect its construction or interpretation.

20.4 This Agreement shall be assignable by Licensee, in whole, but not in part,

voluntarily, involuntarily or by operation of law including any merger or

consolidation, substantial change in ownership or control of a partys business, or

any other means, as long as the assignee or successor company agrees, in writing

to assume and be responsible for the obligations of Licensee hereunder.

Otherwise, the consent of the Licensor shall be required for any assignment of this

Agreement. Licensor may assign its rights hereunder.

- 35 -

20.5 It is agreed that no waiver by either party hereto of any breach or default of any

covenants, terms, or agreements herein set forth shall be deemed a waiver as to

any subsequent and/or similar breach or default.

[Signatures on the following page.]

- 36 -

IN WITNESS WHEREOF, this Agreement has been duly executed by the

parties through their authorized representative to be effective on the date this agreement is fully

executed by the parties.

Board of Regents of the Nevada System of Higher Education on behalf of [[INSTITUTION]]

Date: Daniel Klaich

Chancellor

[[NAME OF COMPANY]]

Date: [[NAME OF SIGNATORY]]

[[TITLE OF SIGNATORY]]

A-1

EXHIBIT A

Licensed Patents

1. U.S. Patent Application Serial No. XX/XXX,XXX, filed XX

2. U.S. Patent No. X,XXX,XXX issued XX

3. U.S. Provisional Patent Application Serial No. XX/XXX,XXX, filed XX

4. Patent Cooperation Treaty Application Serial No. USXX/XXXXXX, filed XX

Licensed Technology

1. Invention disclosures, grant proposals, iEdision submissions, and related documents submitted in the following DRI matters: DRI06-002; DRI10-002; DRI10-003; DRI10-004; DRI10-005; and DRI11-001

ArTICLE 1. DEFINITIONS1.1 Affiliate means any entity which directly or indirectly, including through one or more intermediaries, controls, is controlled by, or is under common control with a party. Control means that the entity (a) owns or directly or indirectly controls at least 50% of the voting stock of the other corporation or entity; or (b) possesses directly or indirectly, the power to direct or cause the direction of the management and policies of such entity.1.2 Aggregate Consideration means:(a) for an Asset Sale, cash received by Licensee, as well as the fair market value of all securities or other property received or receivable by Licensee as part of the transaction, payable when actually paid to Licensee, less all liabilities, other than contingent liabilities, not assumed or discharged by the buyer as part of the Asset Sale. (b) for a Merger or Stock Sale, cash received by Licensee, as well as the fair market value of all securities or other property transferred to Licensees stockholders or members (and option or warrant holders) in return for their stock at the time of the Merger or Stock Sale, as well as for Delayed Consideration when actually paid.

1.3 Asset Sale means a sale of all or substantially all of Licensees assets related to the subject matter of this Agreement.1.4 Clinically-Approved Product means any Licensed Product or Licensed Service requiring approval or permission of the FDA, to the extent such approval or permission requires human clinical trials whose direct costs to Licensee (including its Affiliates or Sublicensees) would exceed one-million dollars ($1,000,000), prior to the Clinically-Approved Product being sold in a relevant jurisdiction for the treatment, diagnosis, or prophylactic use in humans or use as a medical device for humans.1.5 Combination Product means a product sold in a form containing a Licensed Product and at least one other product, component or ingredient which could be sold separate and apart from the Licensed Product, or providing Licensed Services in conjunction with other services which could be performed separate and apart from the Licensed Services (each, a Combination Product). Net Sales for such Combination Products will be calculated by multiplying actual Net Sales of such Combination Products by the fraction A/(A+B), where A is the Net Sales price of the Licensed Product or Licensed Services if sold or performed separately, and B is the Net Sales price of the other product, component or ingredient or service in the Combination Product if sold separately. If, on a country-by-country basis, the other product, component or ingredient or service in the Combination Product is not sold separately in said country, Net Sales for the purpose of determining Running Royalties of the Combination Product shall be calculated by multiplying actual Net Sales of the Combination Product by the fraction A/C where A is the Net Sales price of the Licensed Product or Licensed Services, if sold separately, and C is the Net Sales price of the Combination Product. If, on a country-by-country basis, neither the Licensed Product or Licensed Services, nor the other product, component or ingredient or service in the Combination Product is sold separately in said country, Net Sales for the purpose of determining Running Royalties of the Combination Product shall be determined in good faith by the parties. A Combination Product may include a Licensed Product and any separate product, component or ingredient or service developed by or in-licensed by Licensee from a third party. 1.6 Company Inventor means any inventor of any claim that is, was, could be, or could have been obtained or presented in any of the Licensed Patents who, prior to the Triggering Event, as of the Effective Date of this Agreement, (i) was, is, or later becomes employed by Licensor; and (ii) had, has, or later acquires an executive position with Licensee or has an ownership interest in Licensee. 1.7 Delayed Consideration means any payments due for any contingent or deferred consideration payable to Licensee or its security holders including any post-closing milestone payment, escrow or holdback of consideration.1.8 Developed Technology means all information, data, know-how, inventions, trade secrets, discoveries, methods, techniques, formulae, processes, algorithms, software, compositions of matter, and intellectual property of any kind, whether or not copyrightable or patentable, that are conceived and reduced to practice or developed by Licensee during or after the term of this Agreement, other than Licensed Technology, Improvements, and Modifications, as each term is defined in this Agreement. 1.9 FDA means, for the United States, the United States Food and Drug Administration, or other federal agency that carries out analogous functions, and, for jurisdictions other than the United States, any equivalent agency or governmental body that carries out analogous functions to the United States Food and Drug Administration. 1.10 Field of Use means [[INSERT FIELD OF USE]] and such additional fields that are identified in writing during the term of this Agreement and added to this definition as mutually agreed. 1.11 Improvement means any modification of a Licensed Product or a Licensed Service described in the Licensed Patents, so long as the modified Licensed Product or modified Licensed Service remains a Licensed Product or Licensed Service. If a modification of a Licensed Product or a Licensed Service results in the product or service no longer being Licensed Product or Licensed Service, the modification shall not be an Improvement. 1.12 Independent Patent Disclosure means, for the Licensed Technology, a single patent application, including national stage applications, PCT applications, and continuing patent applications of said patent application, covering one or more technologies sufficiently related to logically and naturally form part of a single patent application. 1.13 Initial Public Offering refers to the result of an effective registration statement for the first sale of Licensees, or Licensees successor in interests, common stock in a firm commitment underwritten public offering registered under the amended Securities Act of 1933.1.14 Invention means any claim issued in any patent of the Licensed Patents and any claim which is or could be presented in any pending patent application of the Licensed Patents.1.15 Licensee means Licensee and any successor entities formed other than through a Triggering Event.1.16 License Year means each one year period starting on January 1 of one year and ending on December 31 of the same year in which Licensed Products are sold or Licensed Services are provided. 1.17 Licensed Patents means the patents and patent applications identified on Exhibit A, together with all foreign and domestic revisions, extensions of such patents or patent applications and all continuations, continuations-in-part or divisional applications based thereon, and any letters patents that may issue therefrom, including any reissues or renewals thereof, and any continuation, continuation-in-part, re-examination or divisional applications based upon or claiming priority from any of the foregoing, or reissue of such, or the equivalent of such, in the United States of America or in any other country, which are necessary or useful in the manufacture, use or Sale of Licensed Products or the provision of Licensed Services. Exhibit A may be updated by the parties, by mutual written agreement between an authorized representative of Licensee and the Director of Licensors Technology Transfer Office, from time to time as necessary during the term of this Agreement.1.18 Licensed Product means any apparatus, kit, article of manufacture, composition of matter, material, compound, component, software, or product prepared, utilized, or utilized at least in part, using any Licensed Patent, or the manufacture, use, Sale, offer for Sale or import of which, but for the license granted in this Agreement would infringe, or contribute to, or induce the infringement of, or read on, any Invention.1.19 Licensed Services means any service provided by Licensee, an Affiliate, or sublicense to a third party in exchange for consideration when such service (a) involves the use of any Licensed Patent; or (b) involves any process, art, or method the use or practice of which, but for the license granted in this Agreement, would infringe, or contribute to, or induce the infringement of, or read on, any Invention. 1.20 Licensed Technology means (a) [[INSERT TECHNOLOGY DESCRIPTION]] known as XX owned or controlled by Licensor as of the date of this Agreement, which Licensor is free to disclose, and which information is now known to [[INSERT FACULTY/INVENTOR NAMES]], each members of the faculty [[MODIFY AS NECESSARY]] of Licensor, or which is disclosed to Licensee or its Sublicensees under this Agreement, plus any Improvements or Modifications, to the extent the Bayh-Dole Act allows, to any of the foregoing that are conceived or reduced to practice during the term of this Agreement, (excluding improvements or modifications that constitute Developed Technology), together with any patent rights that claim any of the foregoing; and (b) any other such items related to the XX that are identified by Licensee during the term of this Agreement that are owned or controlled by Licensor and useful in the development, regulatory approval, manufacturing, use, or Sale of Licensed Products or the provision of Licensed Services, but solely to the extent so useful. The Licensed Technology is further described and defined in ExhibitA.1.21 Liquidation Event means a Merger, Stock Sale, or Asset Sale in which the stockholders or other equity owners of Licensee prior to such transaction do not own a majority of the voting power of the acquiring, surviving, or successor entity, as the case may be. Liquidation Event does not include bona fide financing transactions in which voting control of Licensee transfers to one or more persons or entities who acquire ownership interests in Licensee in exchange for either an investment in Licensee, including the cancellation or forgiveness of Licensees debt.1.22 Merger means a merger, share exchange, or other reorganization.1.23 Modifications means updates, corrections, bug fixes, patches, or enhancements relating to any algorithms and software in the Licensed Technology.1.24 Net Sales means the amount received by Licensee, its Affiliates, or Sublicensees for Sale of Licensed Products and the provision of Licensed Services, less: (a)customary trade, quantity, wholesaler, distributor, prompt payment or cash discounts and non-affiliated brokers or agents commissions actually allowed and taken; (b) amounts repaid or credited by reason of rejection, return or retroactive price reduction; (c) to the extent separately stated on purchase orders, invoices, or other documents of sale, taxes levied on and/or other governmental charges made as to production, sale, transportation, storage, delivery or use and paid by or on behalf of Licensee, its Affiliates, or Sublicensees; and (d) reasonable charges for delivery, transportation, storage, and packing provided by third parties, if separately stated. 1.25 Non-Clinical Product means Licensed Products or Licensed Services that are not Clinically-Approved Products.1.26 Pre-Money Valuation means the price per share of common stock sold in the Initial Public Offering multiplied by the total number of outstanding shares of common stock of Licensee immediately before the closing of the Initial Public Offering, determined on a fully diluted, as converted into common stock basis, including any stock split, stock dividend, stock combination, recapitalization or similar action affecting Licensees capitalization that takes place, or is deemed to take place, on completion of the Initial Public Offering.1.27 Sale or Sales mean any bona fide transaction for which consideration is received or expected for the sale, license (including renewals and upgrades), use, lease, transfer, or other disposition of a Licensed Product or the provision of Licensed Services. A Sale of a Licensed Product or Licensed Services shall be deemed completed at the time that Licensee or any Sublicensees receives payment for such Licensed Product or Licensed Service. 1.28 Stock Sale means the sale by one or more stockholders of a majority of the voting power of the Licensee. 1.29 Sublicensee means any third party to whom Licensee or its Affiliates or Sublicensees grants rights under the Licensed Patents.1.30 Territory means worldwide. 1.31 Triggering Event means a Liquidation Event or an Initial Public Offering.

ArTICLE 2. LICENSE GRANT2.1 Licensor hereby grants to Licensee, and Licensee accepts, for the term of this Agreement, an exclusive license for the Licensed Intellectual Property in the Field of Use in the Territory, with the right to sublicense, to make, have made, use, and sell Licensed Products and provide or perform Licensed Services.2.2 The license of Section 2.1 is subject to Licensors reservation of any necessary rights for itself and its Affiliates to practice the Licensed Intellectual Property for non-commercial purposes including without limitation, the right of Licensor to perform educational activities or research and development for itself. In addition, the license of Section 2.1 may, for certain Licensed Patents, be subject to reserved rights of the United States Government under the provisions of 35 U.S.C. 200-212 and applicable regulations. For Licensed Patents subject to government rights, Licensee is aware that any Licensed Products used or sold in the United States must be substantially manufactured in the United States.2.3 The right to sublicense granted to Licensee hereunder is subject to the following conditions.(a) In each sublicense, which shall be in writing, the Sublicensee shall be subject to the terms and conditions of the license granted to Licensee hereunder, including, but not limited to, the provisions contained in Articles 4 (Reporting by Licensee), 5 (Books and Records), 7 (Transfer and Protection of Technical Information), 11 (Disclaimer of Warranties), 12 (Limitation of Liability), 14 (Insurance), 15(Indemnification), and 18 (Alternative Dispute Resolution). (b) Each sublicense shall expressly provide that Licensor makes no warranties or representations regarding the Licensed Intellectual Property, and shall provide that Licensor has no liability to the Sublicensee with regard to the Licensed Intellectual Property.(c) Licensee shall forward to Licensor, within thirty (30) days of execution, the name and address of each Sublicensee and the identity of any designated representative of the Sublicensee (name, title, location) to receive communications relative to the sublicense and copies of each sublicense agreement upon written request of Licensor.(d) With respect to sublicenses granted pursuant to Section 2.1, Licensee shall:(i) Not receive, or agree to receive, anything of value in lieu of cash as considerations from a third party under a sublicense granted pursuant to Section 2.1 without the express written consent of Licensor; (ii) To the extent applicable, include all of the rights of and obligations due to Licensor and contained in this Agreement; and(iii) Collect and guarantee payment of all payments due, directly or indirectly, to Licensor from Sublicensees and summarize and deliver all reports due, directly or indirectly, to Licensor from Sublicensees.

(e) Upon termination of this Agreement for any reason, other than Licensors breach of a material term of this Agreement, Licensor, at its sole discretion, shall determine whether Licensee shall cancel or assign to Licensor any and all sublicenses.

2.4 If Licensee is unable or unwilling to serve or develop a potential market or market territory for which there is a company willing to be a sublicensee, Licensee will, at Licensors request, negotiate in good faith a sublicense with any such sublicensee. Licensor would like licensees to address unmet needs, such as those of neglected populations or geographic areas, giving particular attention to improved therapeutics, diagnostics and agricultural technologies for the developing world. In addition, in consideration of Licensor being an institution of the State of Nevada and encouraging economic diversification and development in Nevada, Licensee agrees to, to the extent practicable, carry out its business within Nevada.2.5 The rights and licenses granted to Licensee herein shall be effective as of the Effective Date.

ArTICLE 3. CONSIDERATION3.1 Upon the first to occur Triggering Event, Licensee will pay Licensor a License Fee equal to three-quarters of one percent (0.75%) of either the Aggregate Consideration (including Delayed Consideration, if any) for a Liquidation Event or the Pre-Money Valuation for an Initial Public Offering. The License Fee shall be paid upon closing of the Triggering Event, except for Delayed Consideration, which shall be payable within thirty (30) days after the actual receipt of such Delayed Consideration by Licensee or its security holders. As to Company Inventors, the License Fee shall be exempt from the revenue sharing provisions of Licensors Intellectual Property/Patent Policy. Licensee shall assist Licensor in obtaining written confirmation of such waiver from the Company Inventors, which confirmation shall be obtained no later than a reasonable time after execution of this Agreement. Completion of such written confirmation is a material term of this Agreement.3.2 When the Triggering Event is a Liquidation Event, the License Fee shall be paid in the same form, such as cash, securities, or other property, and proportion Licensee and/or its security holders receive consideration. However, to the extent any portion of the License Fee is payable in securities for which there is not an active public market, Licensee shall instead make a cash payment to Licensor equal to the fair market value of such securities (determined in Section 3.3). When the Triggering Event is an Initial Public Offering, the License Fee shall be paid in cash. 3.3 The value of securities and other property shall be determined as follows, with an appropriate discount to represent fair market value when the securities or property are subject to restrictions on marketability (such as being subject to investment letters), and in order of precedence:(a) The value of the securities or property as set forth in the agreement governing a Liquidation Event;(b) if the value in (a) in not readily determinable from the agreement, then the value shall be the average of the closing price of the securities on the stock (or other securities) exchange on which the securities are traded, if any, for the thirty (30) day period prior to the closing of the Liquidation Event; (c) if (a) and (b) are not sufficient to determine the value, and the securities or property are traded as unlisted stock, such as over-the-counter stock, the value shall be, for the thirty (30) day period ending three days prior to the closing of the Liquidation Event, the average closing bid prices;(d) if the value is not determinable from the agreement or a public market, then the value shall be determined, at Licensors option, by Licensees Board of Directors, in good faith, and approved by Licensor, which approval shall not be unreasonably withheld, or by an independent appraiser selected and paid for by Licensee.

3.4 Licensee shall pay Licensor a running royalty on Net Sales of all Licensed Products and Licensed Services in the following amounts:(i) one percent (1%) on Net Sales of Clinically-Approved Products (ii) two percent (2%) on Net Sales of Non-Clinical Products

3.5 Licensee shall pay as a royalty to Licensor ten percent (10%) of all income received by Licensee though any transaction that includes the grant of a sublicense under this Agreement. 3.6 To retain its license under this Agreement, Licensee shall pay Licensor, as minimum annual royalties, no less than the amounts set forth below:(a) During the first and second License Years: none(b) During the third through fifth License Years: $15,000 for clinically approved products, $5,000 for Non-Clinical Products(c) During the sixth License Year and subsequent License Years: $30,000 for clinically approved products, $10,000 for Non-Clinical Products

3.7 Notwithstanding the minimum annual royalties of Section 3.6, Licensor has the right, in its sole and unfettered discretion, to convert the exclusive license of Section 2.1 to a non-exclusive license in the event Licensees gross annual sales of Licensed Products and Licensed Services for each of two consecutive License Years after the [[INSERT LICENSE YEAR]] License Year would produce a royalty less than the minimum annual royalty (Section 3.6) for the License Year. In the event Licensor exercises this right, all other terms of this Agreement shall remain in full force and effect.3.8 Licensee shall meet the following milestone schedule: [[NOTE, THE MILESTONES HERE ARE REPRESENTATIVE ONLY. THE ACTUAL MILESTONES AND DATES WILL BE DETERMINED ON A CASE BY CASE BASIS]](a) Submission of a business plan to Licensor, including designation of the corporate (business) management team, the business plan reasonably acceptable to Licensor, by XX;(b) Initial funding, including grants, of at [[WRITTEN AMOUNT]] dollars ($XX[[NUMERICAL AMOUNT]] by XX, or Net Sales of [[TEXT AMOUNT]] dollars ($XX [[NUMERICAL AMOUNT]]) by XX;(c) Initial product specification of a Licensed Product and preliminary testing of such product by XX; and(d) First Sale of Licensed Product or Licensed Service by XX.

3.9 Should Licensee fail to meet any milestone of Section 3.8, Licensee and Licensor shall meet to discuss the circumstances surrounding the missed milestone. Licensor, at its sole discretion, may adjust the milestone or terminate this Agreement by providing Licensee with written notice and an opportunity to cure in accordance with Section 9.3.3.10 All payments shall be made to Licensor in United States Dollars. For converting payments into United States Dollars associated with Running Royalties that accrue in a foreign currency, the parties shall use the average of the closing buying rates as published in the Wall Street Journal applicable to transactions under exchange regulations for the particular currency on the last business day of the accounting period for which payment is due.3.11 The Running Royalties shall be paid by Licensee annually no later than thirty (30) days after the last day of the License Year. 3.12 Licensees obligation to pay Running Royalties (for itself and on behalf of its Affiliates and Sublicensees) shall continue for the term of this Agreement. Licensor shall receive only one Running Royalty payment for any individual transaction involving the Sale of Licensed Product or the provision of Licensed Services. Licensee shall notify Licensor of the date of first commercial Sale of Licensed Product or provision of Licensed Services within each country in the Territory within thirty (30) days of the date of such first Sale. 3.13 Running Royalty payments shall be payable to Board of Regents of the Nevada System of Higher Education, on Behalf of [[INSTITUTION]] and sent to:

ArTICLE 4. REPORTING BY LICENSEE4.1 Licensee shall prepare annual royalty reports setting forth Sales of Licensed Products and provision of Licensed Services during the applicable License Year by Licensee, its Affiliates and its Sublicensees. These reports shall be delivered to Licensor with the Running Royalty payments within thirty (30) days following the end of each License Year.4.2 If no Sales of Licensed Products have been made, or provision of Licensed Services performed, by Licensee and/or its Affiliates or Sublicensees during any License Year, a statement to that effect shall be delivered by Licensee to Licensor within thirty (30) days following the end of the License Year.

ArTICLE 5. BOOKS AND RECORDSArTICLE 6. IMPROVEMENTS BY LICENSEEArTICLE 7. TRANSFER AND PROTECTION OF TECHNICAL INFORMATION7.1 Licensee acknowledges that Licensor considers the Licensed Technology to be proprietary information and Licensee agrees that it shall maintain the confidentiality thereof for five (5) years after the expiration or termination of this Agreement and use such Licensed Technology only within the scope authorized by the license granted herein. 7.2 Licensed Technology shall, where appropriate, be identified by placing a stamp thereon bearing the legend [[INSTITUTION]] Technology Proprietary/Confidential.7.3 Notwithstanding Section 7.1 above, Licensee shall be permitted to disclose Licensed Technology to its Affiliates, Sublicensees, employees, suppliers, agents and other third parties if necessary for the sole purposes of analyzing, developing, processing, manufacturing, or Sale of Licensed Products or Licensed Services pursuant to the terms of this Agreement; provided, however, that any such recipient of Licensed Technology shall be informed of the provisions of this Article 7 and shall agree in writing with Licensee to be bound to the confidentiality obligations pertaining to Licensed Technology under this Agreement.7.4 The provisions of this Article 7 shall not apply to Licensed Technology or other information which (a) is, or becomes through no fault of Licensee, part of the public domain, (b) was known to Licensee at the time of disclosure by the Licensor, (c) becomes known to Licensee from a source other than the Licensor without breach of this Agreement by Licensee, or, to Licensees reasonable belief, no breach by the source of a duty of confidentiality to Licensor, or (d) the disclosure of which is required by law, regulation, or court order, provided that Licensee gives Licensor notice in sufficient time to, with Licensees cooperation, contest the law or order and obtain a suitable protective order.

ArTICLE 8. INFRINGEMENT8.1 With respect to any Licensed Patents that are exclusively licensed to Licensee pursuant to this Agreement, Licensee shall have the right to prosecute in its own name and at its own expense any infringement of such Licensed Patents, so long as such license is exclusive at the time of the commencement of such action, and to the extent such license remains exclusive throughout the action. Each party agrees to notify the other promptly and in no event later than ten (10) days after becoming aware of any discovered or suspected infringement of the Licensed Patents. Before Licensee commences an action with respect to any infringement of such Licensed Patents, or notifying an alleged infringer of any alleged infringement, Licensee shall give careful consideration to the views of Licensor and to potential effects on the public interest.8.2 Participation, costs, recoveries, and reimbursements.(a) If Licensee elects to commence an action as