EXHIBIT

10.10




 




CONFIDENTIAL

TREATMENT REQUESTED




 




EXCLUSIVE LICENSE

AGREEMENT




 




for




 




ADIPOSE-DERIVED

STEM CELLS




 




This exclusive license agreement (“Agreement”) is made

effective this 16th day of October, 2001 (“Effective Date”), between The

Regents of the University of California, a California corporation, having its

statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland,

California 94607-5200 (“The Regents”), and StemSource, Inc., a Delaware

corporation, having a principal place of business at 1125 Business Center

Circle, Suite A, Thousand Oaks, California 91320 (“Licensee”).




 




BACKGROUND




 




A.                                   Certain

inventions, generally characterized as “Connective Tissue Stem Cells”

(“Inventions”), were made in the course of research at the University of

California, Los Angeles by Drs. Marc H. Hedrick, H. Peter Lorenz, Prosper

Benhaim and Min Zhu (“Regents’ Inventors”) and at the University of Pittsburgh

(“Pittsburgh”) by Drs. Adam J. Katz, J. Ramón Llull and J. William Futrell

(“Pittsburgh’s Inventors”) (collectively, the “Inventors”). The Inventions are

disclosed in UC Case No. 2000-310 and are covered by Patent Rights as defined

below.




 




B.                                     Licensee

acknowledges that The Regents and Pittsburgh have not entered into any

agreement that sets out the rights of each in regards to patent prosecution

matters, inventorship or licensing of the Inventions.




 




C.                                     Licensee

acknowledges that Pittsburgh has filed and taken the lead in prosecuting

PCT/US00/06232 (filed 03/10/2000 and designating the US) and The Regents has

filed and taken the lead in prosecuting a Continuation-in-Part application

(filed 09/10/2001).  No decisions have

been made by the parties concerning Patent Rights.




 




D.                                    Licensee

acknowledges that certain of the Inventions may be jointly owned by The Regents

and Pittsburgh and that each party is licensing its interest in Patent Rights

independently of the other.




 




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E.                                      Licensee

acknowledges and agrees that the rights granted under this Agreement may be

limited by Pittsburgh’s joint ownership or sole ownership in certain claims

under Patent Rights, and the licenses granted under this Agreement are granted

solely under The Regents undivided interest in Patent Rights, whatever those

rights might be.




 




F.                                      Licensee

and The Regents have executed a Letter of Intent (UC Control No. 2001-30-0642)

with an effective date of June 4, 2001.




 




G.                                     Licensee

wishes to obtain rights from The Regents for the exclusive commercial

development, use and sale of products from The Regents’ interest in the

Inventions, and The Regents is willing to grant those rights so that the

Inventions may be developed to their fullest and the benefits enjoyed by the

general public.




 




H.                                    Licensee

is a “a small business firm” as defined in 15 U.S.C. § 632.




 




I.                                         Licensee

and The Regents recognize and agree that royalties due under this Agreement on

products and methods will be paid by Licensee on both pending patent

applications and issued patents.




 




- - oo 0 oo - -




 




In view of the foregoing, the parties agree:




 




1.                                       DEFINITIONS




 




1.1                                 “Affiliate”

means any corporation or other business entity: (i) in which Licensee owns or

controls, directly or indirectly, at least fifty percent (50%) of the

outstanding stock or other voting rights entitled to elect directors; or (ii)

which owns, directly or indirectly, at least fifty percent (50%) of the

outstanding stock or other voting rights entitled to elect directors of the

Licensee; or (iii) which is under common ownership or control with Licensee to

the extent of at least fifty percent (50%) of the outstanding stock or other

voting rights entitled to elect directors. Notwithstanding the foregoing, in

any country where the local law does not permit foreign equity participation of

at least fifty percent (50%), then an “Affiliate” includes any company in which




 




2





























 




Licensee owns or controls, or is owned or controlled by, or is under

common ownership or control with, directly or indirectly, the maximum

percentage of outstanding stock or voting rights permitted by local law.




 




1.2                                 “Cell

Replacement Therapy” means the use of adipose-derived stem cells for the

therapeutic replacement of cells and tissues damaged by disease or injury.




 




1.3                                 “Consumables”

means any product derived from or identified using stems cells such as

specialized culture media and protein factors useful for the proliferation,

differentiation and maintenance of adipose-derived stem cells used as either a

therapeutic or in an elective procedure and for cultured cells/tissues

applications in general.




 




1.4                                 “Cosmetic

Surgery and Reconstructive Surgery” means the use of adipose-derived stem cells

or matrixes in Cosmetic Surgery or non life-threatening elective procedures,

including but not limited to wrinkle fills, and breast augmentation.




 




1.5                                 “Field

of Use” means:




 




1.5.1                        Cell

Replacement Therapy in humans;




 




1.5.2                        Gene

Therapy in humans;




 




1.5.3                        Cosmetic

Surgery and Reconstructive Surgery in humans;




 




1.5.4                        Research

and Collaboration Services; and




 




1.5.5                        the

development and commercialization of Consumables.




 




1.6                                 “Gene

Therapy” means the use of adipose-derived stem cells as a vehicle to deliver or

replace genes and gene function in a human host.




 




1.7                                 “Licensed

Method” means any method that is covered by or claimed in Patent Rights, or the

use of which would constitute, but for the license granted to Licensee under

this Agreement, an infringement of any unexpired claim of a patent or pending

claim of a patent application included in Patent Rights.




 




1.8                                 “Licensed

Product” means any product that is covered by or claimed in Patent Rights; that

is used in a manner requiring the performance of the Licensed Method; that is

produced by the Licensed Method or that the manufacture, use or sale of which

would be an infringement, but for the license granted to Licensee pursuant to

this Agreement, of an unexpired claim of a patent




 




3





























 




or pending claim of a patent application included in Patent

Rights.  This definition of Licensed

Product also includes a service either used by Licensee, an Affiliate or

sublicensee or provided by Licensee, an Affiliate or sublicensee to its

customers when such service requires the use of Licensed Product or performance

of Licensed Method.  Additionally, for the

avoidance of doubt, if such product is a component of a larger unit such as a

kit, composition of matter or combination, then such kit, composition of matter

or combination is deemed to be the Licensed Product for purposes of this

definition.




 




1.9                                 “Net

Sales” means the total of the gross invoice prices from the Final Sale of

Licensed Product or Licensed Method performed by Licensee, an Affiliate or a

sublicensee, less the sum of the following actual and customary deductions

where applicable:  cash, trade or

quantity discounts; sales, use, tariff, import/export duties or other excise

taxes imposed on particular sales (excepting value added taxes or income

taxes); transportation charges, including insurance; and allowances or credits

to customers because of rejections or returns. 

Final Sale means the last sale within the control of Licensee, an

Affiliate or sublicensee to an independent, unaffiliated third party (including

without limitation to distributors and agents), regardless of whether Licensee,

an Affiliate or sublicensee had control over prior infringing acts.  For purposes of calculating Net Sales, any

sale among Licensee, an Affiliate or sublicensee of a Licensed Product for end

use (and not for resale) by Licensee, an Affiliate or sublicensee will be

considered a Final sale at the price normally charged to independent,

unaffiliated third parties, if any, at the time of such end use sale or, in the

event there is no such price, at the fair market value thereof at the time of

such end use sale. Any sale of a Licensed Product among Licensee, an Affiliate

or sublicensee will not be considered a Final Sale where such sale is not for

end use by Licensee, an Affiliate or sublicensee.




 




1.10                           “Patent

Rights” means The Regents’ undivided interest in the following patent

applications or patents and continuing applications thereof including divisions

and substitutions 




 




	

  UC Case


  Number:


  	

   


  	

  United States (“U.S.”)


  Application Number:


  	

   


  	

  Filing Date:


  	

   


  	

  Filed by:


  
	

  2000-310-1


  	

   


  	

  U.S. App No. 60/123,711


  	

   


  	

  03/10/1999 abandoned


  	

   


  	

  Pittsburgh


  
	

  2000-310-2


  	

   


  	

  U.S. App No. 60/162,462


  	

   


  	

  10/29/1999 abandoned


  	

   


  	

  Pittsburgh


  
	

  2000-310-3


  	

   


  	

  PCT/US00/06232


  	

   


  	

  03/10/2000


  	

   


  	

  Pittsburgh


  
	

  2000-310-4


  	

   


  	

   


  	

   


  	

  09/10/2001


  	

   


  	

  The Regents


  





 




4





























 




but excluding

continuation-in-part applications (to the extent that claims are not supported

in the parent); any patents on said applications including reissues,

reexaminations and extensions; and any corresponding foreign applications or

patents.




 




1.11                           “Research

and Collaboration Services” means services provided to a third party in

exchange for compensation including but not limited to the identification of

useful chemicals, gene/protein function, and novel genes, and uses of

adipose-derived stem cells as research tools.




 




2.                                       LIFE OF PATENT EXCLUSIVE GRANT




 




2.1                                 Subject

to the limitations set forth in this Agreement, The Regents grants to Licensee

a world-wide license under The Regents’ undivided interest in Patent Rights to

make, have made, use, sell, offer to sell and import Licensed Product and to

practice Licensed Method to the extent permitted by law.




 




2.2                                 Licensee

acknowledges that Pittsburgh has the right to grant licenses to its undivided

interest in Patent Rights.




 




2.3                                 Except

as otherwise provided in this Agreement, the license granted in Paragraph 2.1

is exclusive for the life of the Agreement.




 




2.4                                 The

license granted in Paragraphs 2.1 and 2.2 is limited to methods and products

that are within the Field of Use.  For

other methods and products, Licensee has no license under this Agreement.




 




2.5                                 The

Regents reserves the right to practice, and for other educational and

non-profit institutions to practice, the Inventions and associated technology

for educational and research purposes, including publication and other

communication of research results.




 




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3.                                       SUBLICENSES




 




3.1                                 The

Regents also grants to Licensee the right to issue sublicenses to third parties

to make, have made, use, sell, offer to sell and import Licensed Product and to

practice Licensed Method, as long as Licensee has current exclusive rights

thereto under this Agreement, except that the sublicensee may not be granted

the right to further sublicense the technology.  To the extent applicable, sublicenses must include all of the

rights of and obligations due to The Regents contained in this Agreement.




 




3.2                                 Licensee

shall promptly provide The Regents with a copy of each sublicense issued,

collect and guarantee payment of all payments due The Regents from sublicensees

and summarize and deliver all reports due The Regents from sublicensees.




 




3.3                                 Upon

termination of this Agreement for any reason, The Regents, at its sole

discretion, shall determine whether Licensee shall cancel or assign to The

Regents any and all sublicenses.




 




3.4                                 Licensee

shall pay to The Regents

              ***              of

any compensation, exclusive of the earned royalty on Net Sales and milestone

payments provided for in Article 6 (License Maintenance Fee and Milestone

Payments), received by Licensee from a sublicensee or development and marketing

partner (“Attributed Income”).




 




3.5                                 Attributed

Income shall include, but not be limited to, the following:




 




3.5.1                        license

issue fees;




 




3.5.2                        maintenance

fees, and




 




3.5.3                        milestone

payments.




 




3.6                                 Attributed

Income shall not include:




 




3.6.1                        money

derived from debt financing;




 




3.6.2                        bona fide

equity (and conditional equity, such as warrants, convertible debt and the

like) investments in Licensee at market value;




 




3.6.3                        reimbursements

of patent and patent-related expenses; and




 




3.6.4                        bona fide

research support payments (not in excess of reasonable and customary rates).




 






















***        Portions of this page have

been omitted pursuant to a request for Confidential Treatment and filed

separately with the Commission.




 




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4.                                       PAYMENT TERMS




 




4.1                                 Paragraphs

1.10, 1.7 and 1.8 define Patent Rights, Licensed Method, and Licensed Product

so that royalties are payable on products and methods covered by both pending

patent applications and issued patents. 

Royalties will accrue in each country for the duration of Patent Rights

in that country and are payable to The Regents when Licensed Product is

invoiced or if not invoiced, when delivered to a third party.




 




4.2                                 Licensee

shall pay to The Regents earned royalties quarterly on or before February 28,

May 31, August 31 and November 30 of each calendar year.  Each payment will be for earned royalties

accrued within Licensee’s most recently completed calendar quarter.




 




4.3                                 All

monies due The Regents are payable in U.S. dollars.  Licensee is responsible for all bank transfer charges.  When Licensed Product is sold for monies

other than U.S. dollars, Licensee shall first determine the earned royalty in

the currency of the country in which Licensed Product was sold and then convert

the amount into equivalent U.S. funds, using the exchange rate quoted in The Wall

Street Journal on the last business day of the reporting period.




 




4.4                                 Royalties

earned on sales occurring in any country outside the U.S. may not be reduced by

any taxes, fees or other charges imposed by the government of such country on

the payment of royalty income. 

Notwithstanding the foregoing, all payments made by Licensee in

fulfillment of The Regents’ tax liability in any particular country will be

credited against earned royalties or fees due The Regents for that country.




 




4.5                                 If

at any time legal restrictions prevent the prompt remittance of royalties by

Licensee from any country where a Licensed Product is sold, then Licensee shall

deposit the amount owed to The Regents into an interest bearing account and

shall pay The Regents directly from this account or from its U.S. source of

funds within a year of the due date.




 




4.6                                 If

any patent or patent claim within Patent Rights is held invalid in a final

decision by a court of competent jurisdiction and last resort and from which no

appeal has or can be taken, then all obligation to pay royalties based on that

patent or claim or any claim patentably indistinct therefrom will cease as of

the date of final decision.  Licensee

will not, however, be relieved




 




7





























 




from paying any royalties that accrued before the final decision or

that are based on another patent or claim not involved in the final decision or

that are based on The Regents’ property rights.




 




4.7                                 In

the event payments, rebillings or fees are not received by The Regents when

due, Licensee shall pay to The Regents interest charges at a rate of ten

percent (10%) per annum.  Interest is

calculated from the date payment was due until actually received by The

Regents.




 




5.                                       LICENSE ISSUE FEE




 




Licensee shall pay to The Regents a license issue fee

of fifty thousand dollars ($50,000) within seven (7) days of the Effective

Date.  This fee is non-refundable,

non-cancelable and is not an advance against royalties.




 




6.                                       LICENSE MAINTENANCE FEE AND MILESTONE

PAYMENTS




 




6.1                                 Licensee

shall also pay to The Regents a royalty in the form of a license maintenance

fee of thirty-five thousand dollars ($35,000) beginning on the one-year

anniversary of the Effective Date and continuing annually on each anniversary

of the Effective Date.  The license

maintenance fee is not due on any anniversary of the Effective Date if on that

date, Licensee is commercially selling Licensed Product and paying an earned

royalty to The Regents on the sales of that Licensed Product.  License maintenance fees are non-refundable

and not an advance against earned royalties.




 




6.2                                 Licensee

shall also pay to The Regents the following milestone payments for each

Licensed Product within thirty (30) days of the achievement of each milestone

event:




 




6.2.1                                          ***                  upon

the filing of an Investigational New Drug Application (“IND”) or a similar

application with the U.S. Food and Drug Administration (“USFDA”) or an

equivalent foreign regulatory agency; and




 




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6.2.2                                          ***                  upon

applying for marketing approval with the USFDA or an equivalent foreign

regulatory agency; and




 




6.2.3                                          ***                  upon

receiving marketing approval from the USFDA or an equivalent foreign regulatory

agency.




 




6.2.4                        Within

sixty (60) days of either:




 




6.2.4.1               closing of a public

offering of the common stock of Licensee pursuant to a registration statement

filed with the Securities and Exchange Commission; or




 




6.2.4.2               a Change of Control

Transaction,




 




6.2.5                        Licensee

shall make to The Regents a cash payment equal to the larger of:




 




6.2.5.1               50,000 times $P, where $P:




 




6.2.5.1.1      in the case of an initial

public offering, is the price per share to the public in such offering; or




 




6.2.5.1.2      in the case of a Change of Control Transaction, is the average price

per share paid by the acquiring third party for all shares acquired in the

Change of Control Transaction, including the fair market value of any non-cash

consideration paid by such acquiring third party therefore; or




 




6.2.5.2               one million dollars ($1,000,000).




 




6.2.6                        As used

herein, a “Change of Control Transaction” means, any consolidation, merger,

reorganization or other transaction or series of transactions, in which greater

than forty percent (40%) of the voting 

power of Licensee is transferred to a third party not previously a

shareholder of Licensee.




 






















***                           Portions

of this page have been omitted pursuant to a request for Confidential Treatment

and filed separately with the Commission.




 




9





























 




7.                                       EARNED ROYALTIES AND MINIMUM ANNUAL

ROYALTIES




 




7.1                                 Licensee

shall also pay to The Regents an earned royalty on the Net Sales of Licensed

Product or Licensed Method as follows:




 




	

  7.1.1


  	

   


  	

  ***


  
	

   


  	

   


  	

  ***


  
	

  7.1.2


  	

   


  	

  ***


  
	

  7.1.3


  	

   


  	

  ***


  
	

   


  	

   


  	

  ***


  
	

  7.1.4


  	

   


  	

  ***


  
	

  7.1.5


  	

   


  	

  ***


  





 




7.2                                 In

the event that any Licensed Product qualifies as more than one type of Licensed

Product under this Agreement, only the highest earned royalty percentage

amongst the relevant types of Licensed Product shall apply.




 




	

  7.3


  	

   


  	

  ***


  
	

   


  	

   


  	

  ***


  
	

   


  	

   


  	

  ***


  





 




7.4                                 Licensee

shall pay to The Regents a minimum annual royalty for the life of Regents’

Patent Rights beginning in the year of the first commercial sale of Licensed

Product or Licensed Method but no later than the calendar year 2004.  Minimum annual royalties shall be as

follows:




 




	

  7.4.1


  	

   


  	

  ***


  
	

  7.4.2


  	

   


  	

  ***


  
	

  7.4.3


  	

   


  	

  ***


  
	

  7.4.4


  	

   


  	

  ***


  
	

  7.4.5


  	

   


  	

  ***


  
	

   


  	

   


  	

  ***


  





 






















***        Portions of this page have

been omitted pursuant to a request for Confidential Treatment and filed

separately with the Commission.




 




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7.5                                 The

minimum annual royalty will be paid semi-annually to The Regents on February 28

and July 31 of each year and will be credited against the earned royalty due

for the calendar year in which the minimum payment was made.




 




8.                                       DUE DILIGENCE




 




8.1                                 Licensee,

upon execution of this Agreement, shall diligently proceed with the

development, manufacture and sale of Licensed Product and shall earnestly and

diligently endeavor to market the same within a reasonable time after execution

of this Agreement and in quantities sufficient to meet market demands.




 




8.2                                 Licensee

shall endeavor to obtain all necessary governmental approvals for the

manufacture, use and sale of Licensed Product.




 




	

  8.3


  	

   


  	

   


  	

  ***


  
	

   


  	

  8.3.1


  	

   


  	

  ***


  
	

   


  	

   


  	

   


  	

  ***


  
	

   


  	

   


  	

   


  	

  ***


  
	

   


  	

  8.3.2


  	

   


  	

  ***


  
	

   


  	

   


  	

   


  	

  ***


  
	

  8.4


  	

   


  	

   


  	

  ***


  
	

   


  	

  8.4.1


  	

   


  	

  ***


  
	

   


  	

   


  	

   


  	

  ***


  
	

   


  	

   


  	

   


  	

  ***


  
	

   


  	

  8.4.2


  	

   


  	

  ***


  
	

   


  	

   


  	

   


  	

  ***


  





 






















***                           Portions

of this page have been omitted pursuant to a request for Confidential Treatment

and filed separately with the Commission.




 




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  8.5


  	

   


  	

   


  	

  ***


  
	

   


  	

  8.5.1


  	

   


  	

  ***


  
	

   


  	

   


  	

   


  	

  ***


  
	

   


  	

   


  	

   


  	

  ***


  
	

   


  	

  8.5.2


  	

   


  	

  ***


  
	

  8.6


  	

   


  	

   


  	

  ***


  
	

   


  	

  8.6.1


  	

   


  	

  ***


  
	

   


  	

   


  	

   


  	

  ***


  
	

  8.7


  	

   


  	

   


  	

  ***


  
	

   


  	

  8.7.1


  	

   


  	

  ***


  
	

   


  	

   


  	

   


  	

  ***


  
	

  8.8


  	

   


  	

  ***


  	

   


  	

   


  
	

   


  	

   


  	

  ***


  	

   


  	

   


  
	

   


  	

   


  	

  ***


  	

   


  	

   


  





 




8.9                                 reasonably

fill the market demand for Licensed Product following commencement of marketing

at any time during the exclusive period of this Agreement; or




 




	

  8.10


  	

   


  	

  ***


  	

   


  	

   


  
	

   


  	

   


  	

  ***


  	

   


  	

   


  
	

   


  	

   


  	

  ***


  	

   


  	

   


  





 




8.11                           If

Licensee is unable to perform any of the above provisions, then The Regents has

the right and option to either terminate this Agreement or reduce Licensee’s

exclusive license to a nonexclusive license. 

This right, if exercised by The Regents, supersedes the rights granted

in Article 2 (Life of Patent Exclusive Grant).




 




8.12                           In

addition to the obligations set forth above, Licensee shall:




 






















***        Portions of this page have

been omitted pursuant to a request for Confidential Treatment and filed

separately with the Commission.




 




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8.12.1                  spend an

aggregate of not less than five hundred thousand dollars ($500,000) during the

first year, no less than an aggregate of one million dollars ($1,000,000)

during the first two (2) years and an aggregate of no less than four million

dollars ($4,000,000) within the first five (5) years of the effective date of

this Agreement for the development and testing of Licensed Product; and




 




8.12.2                  Raise a minimum

of two million dollars ($2,000,000) within twenty-four (24) months of the

effective date of this Agreement.




 




8.13                           If

the requirements set forth in Paragraph 8.12 are not met, then The Regents has

the right and option to either terminate this Agreement or reduce the

Licensee’s exclusive license to a non-exclusive license.




 




9.                                       PROGRESS AND ROYALTY REPORTS




 




9.1                                 Beginning

December 31, 2001,  and semi-annually thereafter, Licensee

shall submit to The Regents a written progress report covering Licensee’s (and

any Affiliate’s or sublicensee’s) activities related to the development and

testing of all Licensed Product and the obtaining of the governmental approvals

necessary for marketing.  Progress

reports are required for each Licensed Product until the first commercial sale

of that Licensed Product occurs in the U.S. and shall be again required if

commercial sales of such Licensed Product are suspended or discontinued.




 




9.2                                 Progress

reports submitted under Paragraph 9.1 shall include, but are not limited to,

the following topics:




 




9.2.1                        summary of

work completed;




 




9.2.2                        key

scientific discoveries;




 




9.2.3                        summary of

work in progress;




 




9.2.4                        current

schedule of anticipated events or milestones;




 




9.2.5                        market

plans for introduction of Licensed Product; and




 




9.2.6                        a summary

of resources (dollar value) spent in the reporting period.




 




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9.3                                 Licensee

has a continuing responsibility to keep The Regents informed of the large and

small business entity status as defined by the U.S. Patent and Trademark Office

of itself and its sublicensees and Affiliates.




 




9.4                                 Licensee

shall report to The Regents in its immediately subsequent progress and royalty

report the date of first commercial sale of a Licensed Product in each country.




 




9.5                                 After

the first commercial sale of a Licensed Product anywhere in the world, Licensee

shall make quarterly royalty reports to The Regents on or before each February

28 (for the quarter ending December 31), May 31 (for the quarter ending March

31), August 31 (for the quarter ending June 30) and November 30 (for the

quarter ending September 30) of each year. 

Each royalty report will cover Licensee’s most recently completed

calendar quarter and will show:




 




9.5.1                        the gross

sales and Net Sales of Licensed Product sold during the most recently completed

calendar quarter;




 




9.5.2                        the number

of each type of Licensed Product sold;




 




9.5.3                        the

royalties, in U.S. dollars, payable with respect to sales of Licensed Product;




 




9.5.4                        the method

used to calculate the royalty; and




 




9.5.5                        the

exchange rates used.




 




9.6                                 If

no sales of Licensed Product have been made during any reporting period, then a

statement to this effect is required.




 




10.                                 BOOKS AND RECORDS




 




10.1                           Licensee

shall keep accurate books and records showing all Licensed Product

manufactured, used and/or sold under the terms of this Agreement.  Books and records must be preserved for at

least five (5) years from the date of the royalty payment to which they

pertain.




 




10.2                           Books

and records must be open to inspection by representatives or agents of The

Regents at reasonable times.  The

Regents shall bear the fees and expenses of examination but if an error in

royalties of more than five percent (5%) of the total royalties due for any

year is discovered in any examination, then Licensee shall bear the fees and

expenses of that examination.




 




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11.                                 LIFE OF THE AGREEMENT




 




11.1                           Unless

otherwise terminated by operation of law or by acts of the parties in

accordance with the terms of this Agreement, this Agreement will be in force

from the Effective Date until the date of expiration of the last-to-expire

patent licensed under this Agreement or until the last patent application

licensed under this Agreement is abandoned and no patent in Regents’ Patent

Rights ever issues.




 




11.2                           Any

termination of this Agreement will not affect the rights and obligations set

forth in the following Articles:




 




	

  Article 10


  	

   


  	

  Books and

  Records


  
	

  Article 14


  	

   


  	

  Disposition of

  Licensed Product on Hand Upon Termination


  
	

  Article 15


  	

   


  	

  Use of Names and

  Trademarks


  
	

  Article 20


  	

   


  	

  Indemnification


  
	

  Article 24


  	

   


  	

  Failure to

  Perform


  
	

  Article 29


  	

   


  	

  Secrecy


  





 




12.                                 TERMINATION BY THE REGENTS




 




If Licensee fails to perform or violates any term of

this Agreement, then The Regents may give written notice of default (“Notice of

Default”) to Licensee.  If Licensee

fails to repair the default within sixty (60) days of the effective date of

Notice of Default, then The Regents may terminate this Agreement and its

licenses by a second written notice (“Notice of Termination”).  If a Notice of Termination is sent to

Licensee, then this Agreement will automatically terminate on the effective

date of that notice.  Such termination

will not relieve Licensee of its obligation to pay any fees owing at the time

of termination and will not impair any accrued right of The Regents.  These notices are subject to Article 21

(Notices).




 




15





























 




13.                                 TERMINATION BY LICENSEE




 




13.1                           Licensee

has the right at any time to terminate this Agreement in whole or as to any

portion of Regents’ Patent Rights by giving notice in writing to The

Regents.  Such notice of termination

will be subject to Article 21 (Notices) and termination of this Agreement will

be effective sixty (60) days from the effective date of such notice.




 




13.2                           Any

termination under the above Paragraph 13.1 does not relieve Licensee of any

obligation or liability accrued under this Agreement prior to termination or

rescind any payment made to The Regents or anything done by Licensee prior to

the time termination becomes effective. 

Termination does not affect in any manner any rights of The Regents

arising under this Agreement prior to termination.




 




14.                                 DISPOSITION OF LICENSED PRODUCT ON HAND

UPON TERMINATION




 




Upon termination of this Agreement, Licensee is

entitled to dispose of all previously made or partially made Licensed Product,

but no more, within a period of one hundred and twenty (120) days provided that

the sale of Licensed Product is subject to the terms of this Agreement,

including, but not limited to, the rendering of reports and payment of

royalties required under this Agreement.




 




15.                                 USE OF NAMES AND TRADEMARKS




 




15.1                           Nothing

contained in this Agreement confers any right to use in advertising, publicity

or other promotional activities any name, trade name, trademark or other

designation of either party hereto (including contraction, abbreviation or

simulation of any of the foregoing). 

Unless required by law, the use by Licensee of the name “The Regents of

the University of California” or the name of any campus of the University of

California is prohibited.




 




15.2                           The

Regents is free to release to the inventors and senior administrators employed

by The Regents the terms and conditions of this Agreement.  If such release is made, then The Regents

shall give notice of the confidential nature and shall request that the

recipient does not




 




16





























 




disclose such terms and conditions to others.  If a third party inquires whether a license to Regents’ Patent

Rights is available, then The Regents may disclose the existence of this

Agreement and the extent of the grant in Article 2 (Life of Patent Exclusive

Grant) to such third party, but will not disclose the name of Licensee or any

other terms or conditions of this Agreement, except where The Regents is

required to release information under either the California Public Records Act,

a governmental audit requirement or other applicable law.




 




16.                                 LIMITED WARRANTY




 




16.1                           The

Regents warrants to Licensee that it has the lawful right to grant this

license.




 




16.2                           This

license and the associated Inventions are provided WITHOUT WARRANTY OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY,

EXPRESS OR IMPLIED.  THE REGENTS MAKES

NO REPRESENTATION OR WARRANTY THAT LICENSED PRODUCT OR LICENSED METHOD WILL NOT

INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT.




 




16.3                           IN

NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL

DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTIONS OR

LICENSED PRODUCT.




 




16.4                           This

Agreement does not:




 




16.4.1                  express or imply

a warranty or representation as to the validity or scope of any of Patent

Rights;




 




16.4.2                  express or imply

a warranty or representation that anything made, used, sold, offered for sale

or imported or otherwise disposed of under any license granted in this

Agreement is or will be free from infringement of patents of third parties;




 




16.4.3                  obligate The

Regents to bring or prosecute actions or suits against third parties for patent

infringement except as provided in Article 19 (Patent Infringement);




 




16.4.4                  confer by

implication, estoppel or otherwise any license or rights under any patents of

The Regents other than Patent Rights as defined in this Agreement,




 




17





























 




regardless of whether those patents are dominant or

subordinate to Patent Rights; or




 




16.4.5                  obligate The

Regents to furnish any know-how not provided in Patent Rights.




 




17.                                 PATENT PROSECUTION AND MAINTENANCE




 




17.1                           In

regard to PCT/US00/06232, filed by Pittsburgh,




 




17.1.1                  The Regents does

not control patent prosecution and there is no agreement in place between The

Regents and Pittsburgh regarding patent prosecution matters.  This Agreement may need to be amended to

take into account the provisions of any agreement to be reached between

Pittsburgh and The Regents in regard to patent prosecution matters and the

payment of patent costs by The Regents.




 




17.2                           In

regard to the Continuation-in-Part application filed 09/10/2001 by The Regents,




 




17.2.1                  As long as

Licensee has paid patent costs as provided for in this Article 17 (Patent

Prosecution and Maintenance), The Regents shall diligently endeavor to

prosecute and maintain the U.S. and foreign patents using counsel of its

choice.  The Regents shall provide

Licensee with copies of all relevant documentation so that Licensee may be

informed of the continuing prosecution. 

Licensee agrees to keep this documentation confidential.  The Regents’ counsel will take instructions

only from The Regents.




 




17.2.2                  The Regents

shall use reasonable effort to amend any patent application to include claims

reasonably requested by Licensee to protect the products contemplated to be

sold under this Agreement.




 




17.2.3                  Licensee may

request that The Regents obtain patent protection on the Inventions in foreign

countries if available and if it so desires. 

Licensee shall notify The Regents of its decision to obtain or maintain

foreign patents not less than sixty (60) days prior to the deadline for any

payment, filing or action to be taken in connection therewith.  This notice concerning foreign filing must

be in




 




18





























 




writing, must identify the countries desired and must

reaffirm Licensee’s obligation to underwrite the costs thereof.  The absence of such a notice from Licensee

to The Regents will be considered an election not to obtain or maintain foreign

rights.




 




17.2.4                  Notwithstanding

the above, Licensee understands if an agreement is reached with Pittsburgh

regarding Patent Rights filed by Pittsburgh that The Regents, at is sole

discretion, may discontinue the prosecution of any and all applications filed

by The Regents.




 




17.3                           Licensee

shall bear The Regents’ costs of preparing, filing, prosecuting and maintaining

all U.S. and foreign patent applications contemplated by this Agreement.  Costs billed by The Regents’ counsel will be

rebilled to Licensee and are due within thirty (30) days of rebilling by The

Regents.  These costs include patent

prosecution costs for the Inventions incurred by The Regents prior to the

execution of this Agreement and any patent prosecution costs that may be

incurred for patentability opinions, re-examination, re-issue, interferences,

oppositions or inventorship determinations. 

Prior prosecution costs will be due upon execution of this Agreement and

billing by The Regents.




 




17.4                           Licensee’s

obligation to underwrite and to pay patent prosecution costs will continue for

so long as this Agreement remains in effect, but Licensee may terminate its

obligations with respect to any given patent application or patent upon three

(3) months’ written notice to The Regents. 

The Regents will use its best efforts to curtail patent costs when a

notice of termination is received from Licensee.  The Regents may prosecute and maintain such application(s) or

patent(s) at its sole discretion and expense, but Licensee will have no further

right or licenses thereunder. 

Non-payment of patent costs may be deemed by The Regents as an election

by Licensee not to maintain application(s) or patent(s).




 




17.5                           The

Regents may file, prosecute or maintain patent applications at its own expense

in any country in which Licensee has not elected to file, prosecute or maintain

patent applications in accordance with this Article 17 (Patent Prosecution and

Maintenance) and those applications and resultant patents will not be subject

to this Agreement.




 




19





























 




17.6                           Licensee

shall apply for an extension of the term of any patent included within Patent

Rights under the Drug Price Competition and Patent Term Restoration Act of 1984

and/or European, Japanese and other foreign counterparts of this Law.  Licensee shall prepare all documents and The

Regents agrees to execute the documents and to take additional action as

Licensee reasonably requests in connection therewith.




 




17.7                           If

either party (in the case of The Regents: 

the Licensing Officer responsible for administration of this Agreement)

receives notice pertaining to infringement or potential infringement of any

issued patent included within Patent Rights under the Drug Price Competition

and Patent Term Restoration Act of 1984 and/or foreign counterparts of this

Law, then that party shall notify the other party within ten (10) days after

receipt of notice of infringement.




 




18.                                 PATENT MARKING




 




Licensee shall mark all

Licensed Product made, used or sold under the terms of this Agreement, or their

containers, in accordance with the applicable patent marking laws.




 




19.                                 PATENT INFRINGEMENT




 




19.1                           If

Licensee learns of the substantial infringement of any patent licensed under

this Agreement, then Licensee shall call The Regents’ attention thereto in

writing and provide The Regents with reasonable evidence of infringement.  Neither party will notify a third party of

the infringement of any of Patent Rights without first obtaining consent of the

other party, which consent will not be unreasonably denied.  Both parties shall use their best efforts in

cooperation with each other to terminate infringement without litigation.




 




19.2                           Licensee

may request that The Regents take legal action against the infringement of

Patent Rights.  Such request must be in

writing and must include reasonable evidence of infringement and damages to

Licensee.  If the infringing activity

has not abated within ninety (90) days following the effective date of request,

then The Regents has the right to:




 




19.2.1                  commence suit on

its own account; or




 




20





























 




19.2.2                  refuse to

participate in the suit, and




 




The Regents shall give

notice of its election in writing to Licensee by the end of the one-hundredth

(100th) day after receiving notice of written request from Licensee.  Licensee may thereafter bring suit for

patent infringement, at its own expense, if and only if The Regents elects not

to commence suit and if the infringement occurred during the period and in a

jurisdiction where Licensee had exclusive rights under this Agreement.  If, however, Licensee elects to bring suit

in accordance with this Paragraph 19.2, then The Regents may thereafter join

that suit at its own expense.  Licensee

agrees not to bring suit for patent infringement without following the

procedures of this Paragraph 19.2, and both parties agree to be bound by an

order of a court for patent infringement, patent infringement issues and patent

infringement defenses raised through the pendency of such a suit under this

Paragraph 19.2.




 




19.3                           Legal

action, as is decided on, will be at the expense of the party bringing suit and

all damages recovered thereby will belong to the party bringing suit, but legal

action brought jointly by The Regents and Licensee and fully participated in by

both will be at the joint expense of the parties and all recoveries will be

shared jointly by them in proportion to the share of expense paid by each

party.




 




19.4                           Each

party shall cooperate with the other in litigation proceedings instituted

hereunder but at the expense of the party bringing suit.  Litigation will be controlled by the party

bringing the suit, except that The Regents may be represented by counsel of its

choice in any suit brought by Licensee.




 




20.                                 INDEMNIFICATION




 




20.1                           Licensee

shall indemnify, hold harmless and defend The Regents, its officers, employees

and agents, the sponsors of the research that led to the Inventions and the

inventors of the patents and patent applications in Patent Rights and their

employers against any and all claims, suits, losses, liabilities, damages,

costs, fees and expenses resulting from or arising out of exercise of this

license or any sublicense.  This

indemnification includes, but is not limited to, any product liability.




 




21





























 




20.2                           Licensee,

at its sole cost and expense, shall insure its activities in connection with

the work under this Agreement and obtain, keep in force and maintain insurance

as follows or an equivalent program of self-insurance.




 




20.3                           Comprehensive

or commercial form general liability insurance (contractual liability included)

with limits as follows:




 




	

  •


  	

   


  	

  Each Occurrence

  $1,000,000


  
	

  •


  	

   


  	

  Products/Completed

  Operations Aggregate $5,000,000


  
	

  •


  	

   


  	

  Personal and

  Advertising Injury $1,000,000


  
	

  •


  	

   


  	

  General

  Aggregate (commercial form only) $5,000,000


  





 




The coverage and limits

referred to under the above do not in any way limit the liability of

Licensee.  Licensee shall furnish The

Regents with certificates of insurance showing compliance with all

requirements.  Certificates must:




 




	

  •


  	

   


  	

  Provide for

  thirty (30) days’ advance written notice to The Regents of any modification.


  
	

  •


  	

   


  	

  Indicate that

  The Regents has been endorsed as an additional Insured under the coverage

  referred to under the above.


  
	

  •


  	

   


  	

  Include a

  provision that the coverage will be primary and will not participate with nor

  will be excess over any valid and collectable insurance or program of

  self-insurance carried or maintained by The Regents.


  





 




20.4                           The

Regents shall notify Licensee in writing of any claim or suit brought against

The Regents in respect of which The Regents intends to invoke the provisions of

this Article 20 (Indemnification). 

Licensee shall keep The Regents informed on a current basis of its

defense of any claims under this Article 20 (Indemnification).




 




21.                                 NOTICES




 




21.1                           Any

notice or payment required to be given to either party shall be deemed to have

been properly given and to be effective as of the date specified below if

delivered to the respective address given below or to another address as

designated by written notice given to the other party:




 




21.1.1                  on the date of delivery if delivered

in person;




 




21.1.2                  on the date of mailing if mailed by

first-class certified mail, postage paid; or




 




22





























 




21.1.3                  on the date of

mailing if mailed by any global express carrier service that requires recipient

to sign the documents demonstrating the delivery of such notice or payment.




 




	

  In the case of

  Licensee:


  	

   


  	

  StemSource, Inc.


  
	

   


  	

   


  	

  1125 Business

  Center Circle


  
	

   


  	

   


  	

  Thousand Oaks,

  CA 91320


  
	

   


  	

   


  	

  Attention: Terry

  Butler


  
	

   


  	

   


  	

   


  	

  Chief Financial

  Officer


  
	

   


  	

   


  	

   


  
	

  In the case of

  The Regents:


  	

   


  	

  The Regents of

  the University


  
	

   


  	

   


  	

  of California


  
	

   


  	

   


  	

  Office of

  Technology Transfer


  
	

   


  	

   


  	

  1111 Franklin

  Street, 5th Floor


  
	

   


  	

   


  	

  Oakland, CA

  94607-5200


  
	

   


  	

   


  	

  Attention:

  Executive Director


  
	

   


  	

   


  	

   


  	

  Research

  Administration and


  
	

   


  	

   


  	

   


  	

  Technology Transfer


  
	

   


  	

   


  	

  RE:


  	

  UC Case No.

  2000-310-3


  





 




22.                                 ASSIGNABILITY




 




This Agreement may be assigned by The Regents, but is

personal to Licensee and assignable by Licensee only with the written consent

of The Regents, which consent will not be unreasonably withheld.




 




23.                                 NO WAIVER




 




No waiver by either party of any default of this

Agreement may be deemed a waiver of any subsequent or similar default.  A suspension of duty under this Agreement

due to force majeure shall not be for a period longer than one (1) year.




 




23





























 




24.                                 FAILURE TO PERFORM




 




If either party finds it necessary to undertake legal

action against the other on account of failure of performance due under this

Agreement, then the prevailing party is entitled to reasonable attorney’s fees

in addition to costs and necessary disbursements.




 




25.                                 GOVERNING LAWS




 




THIS AGREEMENT WILL BE INTERPRETED AND CONSTRUED IN

ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICT

OF LAWS OR TO WHICH PARTY DRAFTED PARTICULAR PROVISIONS OF THIS AGREEMENT, but

the scope and validity of any patent or patent application will be governed by

the applicable laws of the country of the patent or patent application.  Disputes between the parties regarding this

Agreement will utilize only trial courts within California for disputes that go

to court.




 




26.                                 PREFERENCE FOR U.S. INDUSTRY




 




Because this Agreement grants the exclusive right to

use or sell the Inventions in the U.S., Licensee agrees that any products sold

in the U.S. embodying this Inventions or produced through the use thereof will

be manufactured substantially in the U.S.




 




27.                                 GOVERNMENT APPROVAL OR REGISTRATION




 




Licensee shall notify The Regents if it becomes aware

that this Agreement is subject to any U.S. or foreign government reporting or

approval requirement.  Licensee shall

make all necessary filings and pay all costs including fees, penalties and all

other out-of-pocket costs associated with such reporting or approval process.




 




28.                                 EXPORT CONTROL LAWS




 




Licensee shall observe all applicable U.S. and foreign

laws with respect to the transfer of Licensed Product and related technical

data to foreign countries, including, without limitation,




 




24





























 




the International Traffic in Arms Regulations (ITAR) and the Export

Administration Regulations.




 




29.                                 SECRECY




 




29.1                           With

regard to confidential information (“Data”), which can be oral or written or

both, received from The Regents regarding this Inventions, Licensee agrees:




 




29.1.1                  not to use the

Data except for the sole purpose of performing under the terms of this

Agreement;




 




29.1.2                  to safeguard

Data against disclosure to others with the same degree of care as it exercises

with its own data of a similar nature;




 




29.1.3                  not to disclose

Data to others (except to its employees, agents or consultants who are bound to

Licensee by a like obligation of confidentiality) without the express written

permission of The Regents, except that Licensee is not prevented from using or

disclosing any of the Data that:




 




29.1.3.1         Licensee can demonstrate

by written records was previously known to it;




 




29.1.3.2         is now or becomes in the

future, public knowledge other than through acts or omissions of Licensee; or




 




29.1.3.3         is lawfully obtained by

Licensee from sources independent of The Regents;




 




29.1.3.4         is required to be

disclosed to a governmental entity or agency in connection with seeking any

governmental or regulatory approval, or pursuant to the lawful requirement or

request of a governmental entity or agency; and




 




29.1.4                  that the secrecy

obligations of Licensee with respect to Data will continue for a period ending

five (5) years from the termination date of this Agreement.




 




29.2                           Upon

the termination of this Agreement, Licensee must destroy or return to The

Regents any Data in its possession within thirty (30) days following the

effective date of




 




25





























 




termination.  However, Licensee

may retain one copy of Data solely for archival purposes, provided that such

Data is subject to the confidentiality provisions set forth in this Article 29

(Secrecy).  Within sixty (60) days

following termination, Licensee must provide The Regents with a written notice

that Data has been returned or destroyed.




 




29.3                           With

regard to biological material received by Licensee from The Regents, if any,

including any cell lines, vectors, genetic material, derivatives, products

progeny or material derived therefrom (“Biological Material”), Licensee agrees:




 




29.3.1                  not to use

Biological Material except for the sole purpose of performing under the terms

of this Agreement;




 




29.3.2                  not to transfer

Biological Material to others (except to its employees, agents or consultants

who are bound to Licensee by like obligations conditioning and restricting

access, use and continued use of Biological Material) without the express

written permission of The Regents, except that Licensee is not prevented from

transferring Biological Material that:




 




29.3.2.1         becomes publicly

available other than through acts or omissions of Licensee; or




 




29.3.2.2         is lawfully obtained by

Licensee from sources independent of The Regents;




 




29.3.3                  to safeguard

Biological Material against disclosure and transmission to others with the same

degree of care as it exercises with its own biological materials of a similar

nature; and




 




29.3.4                  to destroy all

copies of Biological Material at the termination of this Agreement.




 




30.                                 MISCELLANEOUS




 




30.1                           The

headings of the several sections are inserted for convenience of reference only

and are not intended to be a part of or to affect the meaning or interpretation

of this Agreement.




 




26





























 




30.2                           This

Agreement is not binding on the parties until it has been signed below on

behalf of each party.  It is then

effective as of the Effective Date.




 




30.3                           No

amendment or modification of this Agreement is valid or binding on the parties

unless made in writing and signed on behalf of each party.




 




30.4                           This

Agreement embodies the entire understanding of the parties and supersedes all

previous communications, representations or understandings, either oral or

written, between the parties relating to the subject matter hereof.  The Letter of Intent ( UC Control No

2001-30-0642) dated June 4, 2001 is hereby terminated.




 




(Remainder of this

page deliberately left blank)




 




27





























 




30.5                           In

case any of the provisions contained in this Agreement is held to be invalid,

illegal or unenforceable in any respect, that invalidity, illegality or

unenforceability will not affect any other provisions of this Agreement and

this Agreement will be construed as if the invalid, illegal or unenforceable

provisions had never been contained in it.




 




30.6                           None

of the provisions of this Agreement is intended to create any form of joint

venture between the parties, rights in third parties or rights that are

enforceable by any third party.




 




IN WITNESS WHEREOF, both The Regents and Licensee have

executed this Agreement, in duplicate originals, by their respective and duly

authorized officers on the day and year written.




 




	

  STEMSOURCE, INC.


  	

   


  	

   


  	

  THE REGENTS OF

  THE UNIVERSITY


  OF CALIFORNIA


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

  /s/ Terry Butler


  	

   


  	

   


  	

  By:


  	

  /s/ Alan B. Bennett


  	

   


  
	

   


  	

  (Signature)


  	

   


  	

   


  	

   


  	

  (Signature)


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Name:


  	

  Terry Butler


  	

   


  	

   


  	

  Name:


  	

  Alan B. Bennett


  	

   


  	

   


  
	

   


  	

  (Please Print)


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Title:


  	

  COO/CFO


  	

   


  	

   


  	

   


  	

  Title:


  	

  Executive

  Director


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  Research

  Administration and


     Technology Transfer


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Date:


  	

  10/3/01


  	

   


  	

   


  	

  Date:


  	

  October 16, 2001


  	

   


  
												





 




 




28





























 




EXCLUSIVE LICENSE

AGREEMENT




 




between




 




THE REGENTS OF THE UNIVERSITY OF CALIFORNIA




 




and




 




STEMSOURCE, INC.




 




for




 




ADIPOSE-DERIVED

STEM CELLS




 




UC Case No. 2000-310-3




 





























 




TABLE OF CONTENTS




 




	

  Article No.


  	

   


  	

  Title


  
	

   


  	

   


  	

  BACKGROUND


  
	

  1.


  	

   


  	

  DEFINITIONS


  
	

  2.


  	

   


  	

  LIFE OF PATENT

  EXCLUSIVE GRANT


  
	

  3.


  	

   


  	

  SUBLICENSES


  
	

  4.


  	

   


  	

  PAYMENT TERMS


  
	

  5.


  	

   


  	

  LICENSE ISSUE

  FEE


  
	

  6.


  	

   


  	

  LICENSE

  MAINTENANCE FEE AND MILESTONE PAYMENTS


  
	

  7.


  	

   


  	

  EARNED

  ROYALTIES AND MINIMUM ANNUAL ROYALTIES


  
	

  8.


  	

   


  	

  DUE DILIGENCE


  
	

  9.


  	

   


  	

  PROGRESS AND ROYALTY

  REPORTS


  
	

  10.


  	

   


  	

  BOOKS AND

  RECORDS


  
	

  11.


  	

   


  	

  LIFE

  OF THE AGREEMENT


  
	

  12.


  	

   


  	

  TERMINATION BY THE REGENTS


  
	

  13.


  	

   


  	

  TERMINATION

  BY LICENSEE


  
	

  14.


  	

   


  	

  DISPOSITION

  OF LICENSED PRODUCT ON HAND UPON TERMINATION


  
	

  15.


  	

   


  	

  USE OF NAMES AND TRADEMARKS


  
	

  16.


  	

   


  	

  LIMITED

  WARRANTY


  
	

  17.


  	

   


  	

  PATENT PROSECUTION

  AND MAINTENANCE


  
	

  18.


  	

   


  	

  PATENT MARKING


  
	

  19.


  	

   


  	

  PATENT

  INFRINGEMENT


  
	

  20.


  	

   


  	

  INDEMNIFICATION


  
	

  21.


  	

   


  	

  NOTICES


  
	

  22.


  	

   


  	

  ASSIGNABILITY


  
	

  23.


  	

   


  	

  NO WAIVER


  
	

  24.


  	

   


  	

  FAILURE TO

  PERFORM


  
	

  25.


  	

   


  	

  GOVERNING LAWS


  
	

  26.


  	

   


  	

  PREFERENCE FOR U.S.

  INDUSTRY


  
	

  27.


  	

   


  	

  GOVERNMENT APPROVAL

  OR REGISTRATION


  
	

  28.


  	

   


  	

  EXPORT

  CONTROL LAWS


  
	

  29.


  	

   


  	

  SECRECY


  
	

  30.


  	

   


  	

  MISCELLANEOUS