WWW.EXFILE.COM, INC. -- 14090 -- MATRITECH, INC. -- EXHIBIT 4.7 TO FORM 8-K


    EXHIBIT
      4.7

    CONTINGENT
      LICENSE AGREEMENT

    


    This
      CONTINGENT LICENSE AGREEMENT (this “Agreement”)
      is made
      as of the 13th
      day of
      January, 2006 (the “Effective
      Date”),
      by and
      among MATRITECH, INC. a corporation organized under the laws of the State of
      Delaware (the “Licensor”),
      and
SDS
      CAPITAL PARTNERS SPC, LTD. (the “Licensee”),
      as
      collateral agent for the holders (the “Holders”)
      of the
      Notes (as defined below) (in such capacity, the “Collateral
      Agent”).

    


    WHEREAS,
      the Licensor, Collateral Agent and Holders entered a certain Securities Purchase
      Agreement dated as of January 13, 2006 (as the same may be amended, restated,
      modified, supplemented and/or replaced from time to time, the “Purchase
      Agreement”)
      pursuant to which Licensor issued its 15% Secured Convertible Promissory Notes
      to the Holders in the original aggregate principal amount of $7,000,000 (as
      the
      same may be amended, restated, modified, supplemented and/or replaced from
      time
      to time, the “Notes”);

    


    WHEREAS,
      the Licensor and Licensee entered into a Security Agreement dated as of January
      13, 2006 (the “Security
      Agreement”)
      pursuant to which Licensor granted to Licensee a
      perfected first priority security interest in certain property of Licensor
      to
      secure the prompt payment, performance and discharge in full of all of
      Licensor’s obligations under the Notes;

    


    WHEREAS,
      Licensor is the owner of the Matritech Patent Rights and Matritech
      Trademark Rights
      (each as
      defined below) and has the right to sublicense the MIT Patent Rights (as defined
      below);

    


    WHEREAS,
      in order to induce the Licensee to purchase the Notes, Licensee wishes to
      obtain, and Licensor is willing to grant to Licensee, a contingent license
      under
      the Matritech Patent Rights, the Matritech Trademark Rights and the MIT Patent
      Rights on the terms and conditions set forth in this Agreement;

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, it is hereby agreed as follows:

    


    1.  Definitions.

     

    (a)  “Abbott
      License Agreement”
shall
      mean the license agreement entered into by and between Abbott Laboratories
      and
      Matritech, Inc., effective April 1, 2004.

     

    (b)  “Event
      of Default”
shall
      mean an Event of Default described in Sections A(i), (vi) and (vii) of Article
      (VI) of the Notes.

     

    (c)  “Expiration
      Date”
shall
      mean the earlier to occur of the date on which (i) on a country-by-country
      basis, the expiration of the last to expire of any Valid Claim included in
      the
      Matritech Patent Rights and the MIT Patent Rights in such country, (ii) all
      principal, premium, if any, interest on the Notes, and any other amounts payable
      pursuant to the terms of the Notes have been paid in full, or (iii) receipt
      of
      payments by the Licensee on net profits on the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    sales
      of
      Licensed Products hereunder that equal the unpaid balance of all principal,
      premium, if any, interest on the Notes, and any other amounts payable pursuant
      to the terms of the Notes.

     

    (d)  “Field”
shall
      mean the field of bladder cancer detection in humans.

     

    (e)  “License
      Agreements”
shall
      mean the MIT License Agreement and the Abbott License Agreement.

     

    (f)  “Licensed
      Products”
shall
      mean any human bladder cancer detection product, including without limitation
      the NMP22® BladderChek® Test and the NMP22® Test Kit, developed, marketed,
      and/or sold by Licensee.

     

    (g)  “License
      Term”
shall
      mean the period commencing on the effective date of an Event of Default and
      continuing until the Expiration Date.

     

    (h)  “Matritech
      Patent Rights”
shall
      mean the patent rights listed on Schedule
      A,
      and any
      continuation, continuation-in-part, divisional, reexamination, or reissue
      thereof, and any foreign counterpart patents and patent applications to any
      of
      the foregoing.

     

    (i)  “Matritech
      Trademark Rights”
shall
      means the trademark rights listed on Schedule
      B
      and the
      goodwill of the business symbolized thereby, and related registrations and
      applications for registration to any of the foregoing.

     

    (j)  “MIT
      License Agreement”
shall
      mean the license agreement entered into by and between Massachusetts Institute
      of Technology (“MIT”)
      and
      Matritech, Inc., effective December 14, 1987 attached hereto as Schedule
      F.

     

    (k)  “MIT
      Patent Rights”
shall
      mean the patent rights listed on Schedule
      C,
      and any
      continuation, continuation-in-part, divisional, reexamination, or reissue
      thereof, and any foreign counterpart patents and patent applications to any
      of
      the foregoing.

     

    (l)  “Permitted
      Amendment”
shall
      mean, with respect to an agreement to which Licensor is a party, any amendment,
      alteration, waiver or other change of any of the terms or conditions of such
      agreement in a manner that would not materially adversely affect Licensee’s
      rights or obligations provided under this Agreement with respect to such
      agreement.

     

    (m)  “Secured
      Obligations”
shall
      have the meaning set forth in the Security Agreement.

     

    (n)  “Territory”
shall
      mean the entire world.

     

    (o)  “Unotech
      Contract”
      shall
      mean the Contract and Manufacturing Arrangement entered into by and between
      Unotech Diagnostics, Inc. (“Unotech”)
      and
      Matritech, Inc., on March 22, 2001. 

     

    (p)  “Valid
      Claim”
shall
      mean a claim of any issued and unexpired patent within the Matritech Patent
      Rights and/or the MIT Patent Rights which has not lapsed, become abandoned
      or
      been held revoked, invalid, or unenforceable by a decision of a court or


     

    
      
        
        

      

      
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    administrative
      or government authority or agency of competent jurisdiction from which no appeal
      can be or has been taken within the time allowed for such appeal, and which
      has
      not been admitted to be invalid or unenforceable through reissue, disclaimer
      or
      otherwise.

     

    2.  License
      Grants and Restrictions.

     

    (a)  Matritech
      Patent License Grant.
      Subject
      to (i) the terms and conditions set forth in this Agreement, (ii) any license
      rights granted to Unotech under the Unotech Contract, and (iii) any license
      rights, similar to those granted to Unotech under the Unotech Contract, granted
      to any third party manufacturer, Licensor hereby grants to Licensee, and
      Licensee hereby accepts, an exclusive, royalty-free, fully paid-up, right and
      license under the Matritech Patent Rights to make, have made, use, sell, have
      sold, offer for sale, have offered for sale, import and have imported Licensed
      Products in each case within the Field and within the Territory during the
      License Term. Licensee may sublicense, directly or indirectly (through multiple
      tiers), the rights granted to Licensee under this Section 2(a)
      to any
      entity
      or
      person. The
      license granted under this Section 2(a) shall
      terminate effective immediately as of the Expiration Date.

     

    (b)  MIT
      Patent Sublicense Grant.
      Subject
      to the terms and conditions set forth in this Agreement and the sections of
      the
      MIT License Agreement attached hereto as Schedule
      D,
      Licensor
      hereby grants to Licensee, and Licensee hereby accepts, an exclusive, royalty
      bearing, right and license under the MIT Patent Rights to make, have made,
      use,
      sell, have sold, offer for sale, have offered for sale, import and have imported
      Licensed Products in each case within the Field and within the Territory during
      the License Term. Licensee may sublicense, directly or indirectly (through
      multiple tiers), the rights granted to Licensee under this Section 2(b)
      to any
      entity or person. The
      license granted under this Section 2(b) shall
      terminate effective immediately as of the Expiration Date. 

     

    (i)  Licensee
      agrees to be bound by the obligations to MIT set forth in the sections of the
      MIT License Agreement attached hereto as Schedule
      D
      as if
      Licensee were a party to the MIT License Agreement.

     

    (c)  Matritech
      Trademark License Grant.
      

     

    (i)  Subject
      to
      the terms and conditions set forth in this Agreement, Licensor hereby grants
      to
      Licensee, and Licensee hereby accepts, an exclusive, royalty-free, fully
      paid-up, right and license under the Matritech Trademark Rights to
      use and
      display the Matritech
      Trademark Rights
      in any
      and all advertising and other promotional materials (whether in traditional
      print or electronic format) relating to the marketing, advertising, promotion,
      and/or selling of Licensed Products within the Field and within the Territory
      during the License Term. Licensee may sublicense, directly or indirectly
      (through multiple tiers), the rights granted to Licensee under this Section
      2(c)
      to any
      entity or person. The
      license granted under this Section 2(c) shall
      terminate effective immediately as of the Expiration Date. 

     

    (ii)  The
      Licensor and Licensee hereby acknowledge that the Matritech Trademark Rights
      have established goodwill, and acknowledge the importance of Licensor’s control
      over the quality of Licensee’s use thereof so as to preserve the 

     

    
      
        
        

      

      
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    continued
      validity of the Matritech Trademark Rights and to protect the goodwill
      associated therewith. Licensee agrees that the quality of the products and
      services provided by Licensee under the Matritech Trademark Rights shall equal
      or exceed the standard of quality heretofore established and maintained by
      Licensor with respect to the same or similar products and services. All goodwill
      resulting from Licensee’s use of the Matritech Trademark Rights shall inure to
      the benefit of Licensor. If Licensor determines that Licensee is using or
      displaying any Matritech Trademark Rights in a manner that is or may be
      detrimental to Licensor’s interest, Licensor may issue reasonable instructions
      to Licensee concerning the manner, if any, in which Licensee may continue to
      use
      such Matritech Trademark Rights. Licensee shall promptly comply with such
      instructions or cease the use or display of such Matritech Trademark
      Rights.

     

    (d)  Sublicenses.
      Licensee’s right to sublicense under Sections 2(a)
      through
2(c)
      hereunder
      shall be exclusive to it and may only be made during the License Term. Prior
      to
      any sublicense becoming effective, Licensee shall have furnished to Licensor
      a
      complete copy, including all exhibits and schedules thereto, of any sublicense
      granted by Licensee at least five (5) business days prior to the effective
      date
      of any such sublicense. Except as Licensor expressly agrees otherwise in
      writing, any sublicense granted by Licensee under this Section 2(d)
      hereof
      shall be subject and subordinate to the terms of this Agreement, shall terminate
      not later than the Expiration Date and shall provide that all rights to the
      Matritech Patent Rights, MIT Patent Rights and Matritech Trademark Rights
      sublicensed by Licensee to its sublicensee hereunder shall revert exclusively
      to
      Licensor upon the Expiration Date automatically and without further action
      by
      either Licensor or Licensee.

     

    (e)  Limitation.
      The
      licenses granted to Licensee under this Agreement do not confer any right to
      practice the inventions covered by the claims of the Matritech Patent Rights
      and/or the MIT Patent Rights outside of the Field. Nothing in this Agreement
      shall prevent Licensor, directly or indirectly, from making, having made,
      selling, having sold, offering to sell, having offered for sale, importing,
      having imported, renting, and/or leasing any apparatus, systems or products
      outside of the Field which practice or embody, or are configured for use in
      practicing, the inventions covered by the claims of the Matritech Patent Rights
      and/or the MIT Patent Rights, or practicing any method covered by the claims
      of
      the Matritech Patent Rights and/or the MIT Patent Rights outside of the Field.
      Licensor reserves all rights not expressly granted herein.

     

    3.  Licensed
      Product Marking.
      To the
      extent required by applicable law, Licensee agrees to mark each Licensed Product
      and any and all associated materials with the proper patent numbers and patent
      and trademark notices, including without limitation, those patent numbers and
      notices that are listed on the NMP22® BladderChek® Test and the NMP22® Test Kit
      as of the Effective Date.

     

    4.  Confidentiality
      Obligations.

     

    (a)  “Confidential
      Information”
means,
      subject to the exceptions set forth in Section 4(c),
      any and
      all information included in or representing the Matritech Patent Rights and/or
      the MIT Patent Rights and the existence of this Agreement, the terms and
      conditions of this Agreement, and Schedule
      F
      to this
      Agreement.

     

    
      
        
        

      

      
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    (b)  The
      Licensee shall not disclose any Confidential Information to any third party
      nor
      use any Confidential Information for any purpose except as may be expressly
      authorized by the Licensor in writing. Notwithstanding the foregoing, the
      Licensee may disclose Confidential Information to the extent required by law
      or
      legal process, provided the Licensor is given reasonable prior written notice
      and a reasonable opportunity to intervene to protect its interests. Licensee
      hereby acknowledges that the MIT License Agreement has been filed with the
      U.S.
      Securities and Exchange Commission subject to a confidential treatment order
      with respect to certain portions thereof. The Licensee shall not disclose any
      Confidential Information pursuant to law or legal process without first
      notifying the Licensee and using reasonable efforts to minimize such disclosure
      and, in the case of the MIT License Agreement, to prevent the disclosure of
      the
      information subject to the aforesaid confidential treatment order, while such
      order is in effect. The obligations of this Section 4
      shall
      survive the expiration or termination of this License Agreement.

     

    (c)  Information
      will not be deemed Confidential Information hereunder if such information:
      (a)
      is known to the receiving party prior to receipt from the disclosing party
      directly or indirectly from a source other than one having an obligation of
      confidentiality to the disclosing party; (b) becomes known (independently of
      disclosure by the disclosing party) to the receiving party directly or
      indirectly from a source other than one having an obligation of confidentiality
      to the disclosing party; (c) becomes publicly known or otherwise ceases to
      be
      secret or confidential, except through a breach of this Agreement by the
      receiving party; or (d) is independently developed by the receiving
      party.

     

    (d)  Notwithstanding
      anything to the contrary in this Section 4,
      upon
      execution of this Agreement, the parties agree to execute the Notice of License
      Grant attached hereto as Schedule
      E,
      a copy
      of which may be recorded with the U.S. Patent and Trademark Office together
      with
Schedules A,
      B,
      and
C
      attached
      hereto.

     

    5.  Records
      and Audit Rights.
      

     

    (a)  Licensee
      shall maintain (and cause it sublicensees to maintain) complete and accurate
      records of any information which may be reasonably required by Licensor to
      determine whether Licensee is complying with the terms of this
      Agreement.

     

    (b)  For
      the
      sole purpose of determining whether Licensee is in compliance with the terms
      of
      this Agreement, Licensor shall have the right, at Licensor’s expense, to have an
      independent auditor conduct an inspection and audit of all the relevant
      accounting and sales books, records, agreements, and documents of Licensee,
      during regular business hours at Licensee’s offices and in such a manner as not
      to interfere unreasonably with Licensee’s normal business activities. In no
      event shall such audits be conducted hereunder more frequently than every twelve
      (12) months. Prior to commencing any such inspection and audit, any such
      independent auditor shall have entered into an agreement with Licensor which
      prohibits the disclosure of any information relating to Licensee to any party,
      including Licensor, except that such auditor may issue a report to Licensor,
      the
      sole purpose of which shall be to report to Licensor whether Licensee is in
      compliance with the terms of this Agreement, including a summary of and
      sufficient detail regarding the scope, quality, and methodology of such
      compliance or lack thereof.

     

    
      
        
        

      

      
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    6.  Term
      and Termination.
      

     

    (a)  The
      term
      of this Agreement (“Term”)
      shall
      commence on the Effective Date and continue until the Expiration
      Date.

     

    (b)  Upon
      termination or expiration of this Agreement and except as otherwise expressly
      provided herein, the licenses granted hereunder shall terminate, and any
      sublicenses granted by Licensee hereunder shall terminate
      simultaneously unless otherwise agreed to in writing by Licensor.
      

     

    7.  Prosecution,
      Maintenance and Enforcement.

     

    (a)  Prosecution
      and Maintenance.
      Licensor
      retains the sole right to prepare, file, prosecute, and maintain the patent
      applications and patents included in the Matritech Patent Rights and the
      trademark registrations and applications for registration included in the
Matritech
      Trademark Rights.
      No part
      of this Agreement shall be construed to require Licensor to file any patent
      or
      trademark application, secure any patent or trademark registration, provide
      copies of patent and/or trademark applications or patents and/or trademark
      registrations to Licensee or disclose any inventions described or claimed in
      such patents or patent applications. Subject to Section 7(a)(i),
      Licensor
      agrees to maintain the Matritech
      Patent Rights and/or Matritech Trademark Rights
      and
      Licensor shall not abandon, transfer or license any of the Matritech
      Patent Rights and/or Matritech Trademark Rights, in
      each
      case that cover the Licensed Products, without the prior written approval of
      the
      Licensee.

     

    (i)  Option
      of Licensee to Prosecute/Maintain.
      Licensor
      shall give reasonable notice to Licensee of any desire to cease prosecution
      and/or maintenance of any of the Matritech Patent Rights and/or Matritech
      Trademark Rights, in each case that cover the Licensed Products, on a country
      by
      country basis in the Territory. In the event that Licensee wishes Licensor
      to
      continue prosecution of any such Matritech Patent Rights and/or Matritech
      Trademark Rights, Licensee shall provide timely written instructions to Licensor
      and Licensor agrees to prosecute such Matritech Patent Rights and/or Matritech
      Trademark Rights at Licensor’s expense; provided,
      that
      Licensor shall not be obligated to prosecute any patent application and/or
      trademark application included in the Matritech Patent Rights and/or Matritech
      Trademark Rights in the event the Licensor determines, in its reasonable
      business judgment, that the prosecution of such application is no longer
      necessary or desirable in the conduct of its business as currently conducted
      or
      as currently proposed to be conducted. In the event that Licensee wishes
      Licensor to continue maintenance of any such Matritech Patent Rights and/or
      Matritech Trademark Rights, Licensee shall provide timely written instructions
      to Licensor and Licensor agrees to maintain such Matritech Patent Rights and/or
      Matritech Trademark Rights at Licensor’s expense.

     

    (b)  Notice.
      In the
      event that Licensee becomes aware of any evidence that (i) any invention which
      is the subject of any patent applications and/or patents included in the
      Matritech Patent Rights infringes or is alleged to infringe any third party’s
      patent rights in any field of use, (ii) any patent applications and/or patents
      included in the Matritech Patent Rights is infringed or is alleged to be
      infringed by any third party in any field of use, (iii) any trademark


     

    
      
        
        

      

      
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    included
      in the Matritech Trademark Rights infringes or is alleged to infringe any third
      party’s trademark rights in any field of use, or (iv) any trademark included in
      the Matritech Trademark Rights is infringed or is alleged to be infringed by
      any
      third party in any field of use, Licensee shall promptly notify Licensor in
      writing of the name and address of such third party, the alleged acts of
      infringement, and any available evidence of infringement. 

     

    (c)  Defense
      of Infringement Actions.
      Licensor
      shall defend any claim for patent or trademark infringement by a third party
      on
      account of the manufacture, sale, practice or use of any Licensed Products
      at
      its own expense, in its own name and entirely under its own direction and
      control, or settle any such action, proceeding or dispute by license.
      Notwithstanding the foregoing, no settlement of any such action or proceeding
      which restricts the scope, or adversely affects the enforceability, of the
      Matritech Patent Rights and/or Matritech Trademark Rights, in each case that
      cover the Licensed Products, may be entered into by Licensor without the prior
      written consent of Licensee, which consent shall not be unreasonably withheld,
      delayed or conditioned.

     

    (d)  Enforcement
      of Patent Rights.
      Licensor
      shall have the sole right, at its sole discretion, to bring any legal action
      for
      infringement of the Matritech Patent Rights and/or the Matritech Trademark
      Rights or to defend any counterclaim of invalidity or action of a third party
      for declaratory judgment of non-infringement or interference (“Enforcement
      Actions”),
      and
      Licensor may bring or defend and may settle any such Enforcement Actions solely
      at its own expense and through its counsel. Any recovery or proceeds of
      settlement or judgment in any Enforcement Actions brought or defended by
      Licensor under this Section 7(d)
      shall be
      shared in order, as follows: (A) Licensor shall recoup all of its reasonable
      out-of-pocket costs and expenses incurred in connection with such Enforcement
      Action; (B) any balance shall be applied toward the unpaid balance of all
      principal, premium, if any, interest on the Notes, and any other amounts payable
      pursuant to the terms of the Notes; and (C) any and all remaining balance shall
      be received by Licensor.. If Licensor reasonably requests, Licensee agrees
      to
      become a party to and to participate in any such Enforcement Actions, and,
      without limiting the generality of the foregoing, Licensor may implead Licensee
      as a necessary party to any such legal action and Licensee agrees to consent
      to
      such joinder; provided, however that Licensee’s participation shall be at
      Licensor’s expense.

     

    (i)  Option
      of Licensee to Enforce.
      Licensor
      shall give reasonable notice to Licensee of any desire not to pursue any
      Enforcement Action contemplated by Section 7(d).
      In the
      event that Licensee wishes Licensor to pursue such Enforcement Action, Licensee
      shall provide timely written instructions to Licensor and Licensor agrees to
      pursue such Enforcement Action in its own name and Licensor and Licensee will
      share the costs and expenses of such Enforcement Action equally. In the event
      that Licensor recovers any damages or other sums in any such action, suit or
      proceeding or in settlement thereof, such damages or other sums recovered shall
      be shared in order, as follows: (A) Licensee shall recoup all of its reasonable
      out-of-pocket costs and expenses incurred in connection with such Enforcement
      Action; (B) any balance shall be applied toward the unpaid balance of all
      principal, premium, if any, interest on the Notes, and any other amounts payable
      pursuant to the terms of the Notes; and (C) any and all remaining balance shall
      be received by Licensor.

     

    
      
        
        

      

      
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    8.  Representations
      of Licensor.
      

     

    (a)  Licensor
      shall not amend, restate, alter, waive or otherwise change any of the terms
      and
      conditions of any License Agreement without the prior written approval of
      Licensee, other than pursuant to a Permitted Amendment.

     

    (b)  Licensor
      represents that, the Matritech Patent Rights, Matritech Trademark Rights, MIT
      Patent Rights, and the intellectual property that is the subject of the Abbott
      License Agreement, are the only intellectual property rights Licensor owns
      or
      has the right to use under any written license agreement that relate to the
      Licensed Products.

     

    9.  Laws
      and
      Regulations.
      Licensee
      agrees to cause any sublicensee to agree, and in the event that Licensee
      directly tests, manufactures, markets, packages, distributes or sells Licensed
      Products, then Licensee agrees on behalf of itself, for the benefit of Licensor
      to conduct all of its operations dealing with Licensed Products in accordance
      with all applicable laws, regulations and other requirements, which may be
      in
      effect from time to time, of all national governmental authorities, and of
      all
      states, municipalities and other political subdivisions and agencies thereof,
      including, without limitation the U.S. Food, Drug and Cosmetics Act, and the
      regulations and other requirements of the U.S. Food and Drug Administration
      and
      to exercise a reasonable standard of care in the testing, manufacture,
      marketing, packaging, distribution and sale of any Licensed
      Product.

     

    10.  Disclaimer.
      EXCEPT
      AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY NOR ITS
      DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES, MAKE ANY REPRESENTATIONS OR
      WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED
      TO
      THE WARRANTY OF TITLE OR THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
      FOR
      A PARTICULAR PURPOSE, OR NONINFRINGEMENT OR THE VALIDITY OF PATENT CLAIMS,
      ISSUED OR PENDING, OR THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT
      DISCOVERABLE. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION
      MADE OR WARRANTY GIVEN BY SUCH PARTY THAT THE EXERCISE BY THE OTHER PARTY OF
      THE
      LICENSE RIGHTS GRANTED HEREUNDER SHALL NOT INFRINGE ANY PATENT OF ANY THIRD
      PARTY.

     

    11.  Limitation
      of Liability.
      TO THE
      MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY,
      ITS
      DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES BE LIABLE HEREUNDER FOR SPECIAL,
      INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE
      OR
      INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER THE OTHER PARTY
      SHALL
      BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW, OF THE
      POSSIBILITY OF THE FOREGOING.

     

    12.  Section
      365(n) of the Bankruptcy Code.
      All
      rights and licenses granted by Licensor under or pursuant to this Agreement
      are,
      for all purposes of Section 365(n) of Title 11 of the United States Code
      (“Title
      11”),
      licenses of rights to “intellectual
      property”
as
      defined in 

     

    
      
        
        

      

      
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    Title
      11.
      Licensor agrees that, in the event of the commencement of bankruptcy proceedings
      by or against Licensor under Title 11, Licensee, as licensee of such rights
      under this Agreement, shall retain and may fully exercise all of its rights
      under this Agreement (including the licenses granted hereunder) and all of
      its
      rights and elections under Title 11. Without limiting the generality of the
      foregoing, if this Agreement is terminated under any applicable insolvency
      law,
      or Licensor or an administrator refuses to further perform this Agreement (or
      any of Licensor’s obligations hereunder) under any applicable insolvency law,
      then Licensee may elect to retain all of its license rights under this Agreement
      (including without limitation the rights described in Section 2
      herein)
      for the remainder of the term of this Agreement. 

     

    13.  Relationship
      of Parties.
      Nothing
      herein shall be construed to create any partnership, joint venture, agency
      or
      similar relationship, or to subject the parties to any implied duties or
      obligations respecting the conduct of their affairs which are not expressly
      stated herein. Neither party shall have any right or authority to assume or
      create any obligation or responsibility, either express or implied, on behalf
      of
      or in the name of the other party, or to bind the other party in any matter
      or
      thing whatsoever.

     

    14.  Entire
      Agreement.
      Each
      party acknowledges that it has read this Agreement, fully understands it, and
      agrees to be bound by its terms and further agrees that it is the complete
      and
      exclusive statement of the agreement between the parties, which supersedes
      and
      merges all prior proposals, understandings and all other agreements, oral and
      written between the parties relating to the subject matter of this Agreement.
      This Agreement cannot be modified or altered except by a written instrument
      duly
      executed by both parties. The failure of either party to exercise in any respect
      any right provided for herein shall not be deemed a waiver of any right
      hereunder.

     

    15.  Severability.
      If any
      provision of this Agreement shall be held to be invalid, illegal or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall in no way be affected or impaired thereby. Further, the
      provision that is held to be invalid, illegal or unenforceable shall remain
      in
      effect as far as possible in accordance with the intention of the
      parties.

     

    16.  Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware applicable to contracts made and to be performed in the State
      of Delaware.

     

    17.  Binding
      Effect and Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective heirs, executors, administrators, legal representatives,
      successors and permitted assigns. The Licensee may assign this Agreement without
      restriction, without the consent of the Licensor, and without any other
      restriction; and such assignee shall have all of the rights, privileges and
      benefits of this Contingent License Agreement without the need to take any
      further action. 

     

    18.  Notices.
      Any
      notice contemplated herein or required or permitted to be given hereunder shall
      be made in the manner set forth in the Purchase Agreement and delivered, in
      the
      case of Licensee, at the addresses set forth on the signature pages to the
      Purchase Agreement, or to such other address as any party hereto may have last
      specified by written notice to the other party or parties.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS
      WHEREOF, the parties hereto have caused this Agreement to be executed in
      duplicate by their duly authorized representatives as an instrument under seal
      as of the date first above written.

    


    LICENSOR

    


    MATRITECH,
      INC.

    


    


    By:
      /s/
      Stephen D. Chubb

    Name:
      Stephen D. Chubb

    Title:
      Chief Executive Officer

    


    


    


    


    LICENSEE

    


    SDS
      CAPITAL PARTNERS SPC, LTD.,

    as
      Collateral Agent 

    


    


    By:
      /s/
      Steve Derby

    Name:
      Steve Derby 

    Title:
      Director

     

    
      
        
        

      

      
        10