Exhibit
10.1


 


Exclusive
License Agreement


 


between


 


The
Regents of the University of California


 


and


 


OlFactor
Laboratories, Inc. 


 


for



 


Insect
Repellant and Attractants


 


UC
Case No. UC2009-334


 




    	 



    	 



    

 


Table
of Contents


 


	Article No.	Title	Page
	 	 	 
	Recitals	1
	1.	Definitions	2
	2.	Grant	4
	3.	Sublicenses	5
	4.	License
    Fees	6
	5.	Royalties
    	6
	6.	Due
    Diligence	7
	7.	Progress
    and Royalty Reports	8
	8.	Books
    and Records	9
	9.	Life
    of the Agreement	10
	10.	Termination
    by The Regents	10
	11.	Termination
    by the Licensee	11
	12.	Disposition
    of Licensed Products upon Termination or Expiration 	11
	13.	Use
    of Names and Trademarks	11
	14.	Limited
    Warranty	12
	15.	Limitation
    of Liability	12
	16.	Patent
    Prosecution and Maintenance	13
	17.	Patent
    Marking	14
	18.	Patent
    Infringement	14
	19.	Indemnification	16
	20.	Notices	17
	21.	Assignability	18
	22.	Late
    Payments	18
	23.	Waiver	18
	24.	Governing
    Laws; Venue; Attorneys Fees	19
	25.	Government
    Approval or Registration	19
	26.	Compliance
    With Laws	19
	27.	Force
    Majeure	19
	28.	Confidentiality	20
	29.	Miscellaneous	21
	30.	Business
    Plan - Exhibit A  	





 






    	 



    	 



    







 


UC2009-334
  1/27/2010 Final


 





UC
Case Number UC2009-334


 


EXCLUSIVE
LICENSE AGREEMENT


 


BETWEEN


 


THE
REGENTS OF THE UNIVERSITY OF CALIFORNIA


 


AND


 


OLFACTOR
LABORATORIES, INC.


 


This
license agreement ("Agreement") is entered into as of the last signatory date of the Agreement (the "Effective
Date"), by and between The Regents of the University of California ("The Regents"), a California corporation, having
its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, represented by its Riverside
campus having an address at University of California, Riverside, Office of the Vice Chancellor for Research, 200 University Office
Building, Riverside, CA 92521, and OlFactor Laboratories, Inc., a Delaware corporation ("Licensee"), having a principal
place of business at 1650 Spruce Street, Suite 500, Riverside, CA 92507.


 


RECITALS


 


Whereas,
certain inventions are characterized as "Insect Repellant and Attractants" ("Invention"), were made by Anandasakar
Ray et al. at the University of California, Riverside campus, and are claimed in Patent Rights, as defined below;


 


Whereas,
the Invention was made under funding provided by the University of California, Riverside;


 


Whereas,
Licensee is a "small entity" as defined in 37 CFR §1.27 and a "small business concern" as defined in
15 USC §632;


 


Whereas,
the Licensee requested certain rights from The Regents to commercialize the Invention; and


 


Whereas,
The Regents wishes to respond to the request of the Licensee by granting the following rights to the Licensee so that the products
and other benefits derived from the Invention can be enjoyed by the general public.


 




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UC2009-334
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In
consideration of the promises hereinafter set forth, the receipt and sufficiency of which the parties hereby acknowledge, the
parties hereby agree as follows:


 


1.DEFINITIONS


 


	 	A.	"Affiliate"
    of the Licensee means any entity that, directly or indirectly, Controls the Licensee, is Controlled by the Licensee, or is
    under common Control with the Licensee.




 


	 	B.	"Control"
    means (i) having the actual, present capacity to elect a majority of the directors of such affiliate, (ii) having the power
    to direct at least forty percent (40%) of the voting rights entitled to elect directors, or (iii) in any country where the
    local law will not permit foreign equity participation of a majority, ownership or control, directly or indirectly, of the
    maximum percentage of such outstanding stock or voting rights permitted by local law.




 


	 	C.	Fair
    Market Value" means the amount that is charged for a Licensed Product in an arm's length transaction between the Licensee
    and an independent third party. In the event that the Licensee makes no arm's length Sales to independent third parties, then
    Fair Market Value will be calculated by comparing the market price charged for like products, sold in similar quantities,
    by the Licensee or others.




 


	 	D	"Field
    of Use" means the use of the Licensed Products and the Licensed Methods for traps and chemical lures and for repellants
    for flying hematophagous dipteran insects. Any use of the Licensed Products for other than traps and chemical lures and repellants
    for flying hematophagous dipteran insects is expressly excluded from the Field of Use. This definition for Field of Use specifically
    excludes the use of the Licensed Products or Licensed Methods for repellants for non-flying hematophagous dipteran insects,
    methods for repelling non-flying hematophagous dipteran insects, or methodology for screening new lure or repellant compounds
    or their insect targets or methods for olfactory reactivity assessment which incorporate Euclidian distance screening methodology.




 


	 	E.	"Licensed
    Method" means any process, method, or service of which the use or practice of such would infringe or contribute to or
    induce the infringement of any Valid Claims within Patent Rights.




 


	 	F.	"Licensed
    Product" means all compositions of matter, the manufacture, use, Sale, offer for Sale, or import of which would infringe,
    or contribute to or induce the infringement of any Valid Claims within Patent Rights, or which would require the performance
    of the Licensed Method.




 




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UC2009-334
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	 	G.	"Net
    Sales" means (a) the gross invoice price charged and the value of any other consideration owed to the Licensee for a
    Licensed Product, or (b) in those instances where the Licensed Product is combined in any manner with any other product, method,
    or service, the gross invoice price charged and the value of any other consideration owed to the Licensee for the combined
    product, method, or service, less the following items, but only to the extent that they actually pertain to the disposition
    of such Licensed Product, and are identified separately on a bill or invoice:




 


		i.	Allowances
                                         actually granted to customers for rejections, returns, or prompt payment and volume discounts;



 


		ii.	Freight,
                                         transport packing, and insurance charges associated with transportation; and



 


		iii.	Taxes,
                                         including Deductible Value-Added Tax, tariffs or import/export duties based on Sales
                                         when included in the gross invoice price, but excluding value-added taxes other than
                                         Deductible Value-Added Tax or taxes assessed on income derived from Sales; "Deductible
                                         Value-Added Tax" means only the portion of the value-added tax that is actually
                                         incurred and is not reimbursable, refundable, or creditable under the tax authority of
                                         any country.



 


	 	H.	"New
    Developments" means inventions and associated intellectual property which are not sufficiently supported by the specification
    of a patent or patent application within the Patent Rights to be claimed under Patent Rights.




 


	 	I.	"Patent
    Rights" means The Regents' interest in the Valid Claims of the United States patents and patent applications, corresponding
    foreign patents and patent applications and any reissues, extensions, substitutions, continuations, divisions, and continuation-in-part
    applications (but only those Valid Claims in the continuation-in-part applications that are entirely supported in the specification
    and entitled to the priority date of the parent application) based on the following:




 


"Insect
Repellent and Attractants," filed on March 4, 2009, United States Patent Application Serial Number 12/398,164, assigned to
The Regents (UC Case Number 2009-334).


 


This
definition of Patent Rights excludes any rights in and to New Developments.


 


	 	J.	"Sale"
    means the act of selling, leasing or otherwise transferring, providing, or furnishing for use for any consideration. Correspondingly,
    "Sell" and "Sold" mean to make or have made a Sale. In the event that Licensed Products are exploited,
    consumed, or otherwise internally used by the Licensee or its Sublicensees, such act will be deemed a Sale.




 




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UC2009-334
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	 	K.	"Valid
    Claim" means a claim of a patent application or patent that (i) has not expired; (ii) has not been disclaimed; (iii)
    has not been cancelled or superseded, or if cancelled or superseded, has been reinstated; and (iv) has not been revoked, held
    invalid, held unenforceable or not allowable by a tribunal or patent authority of competent jurisdiction over such claim from
    which no further appeal has or may be taken.




 


2.GRANT


 


	 	A.	Subject
    to the terms and conditions of this Agreement, including the rights reserved in Paragraph 2.13, The Regents hereby grants
    to the Licensee an exclusive license in the "Field of Use", including the right to sublicense pursuant to Article
    3 (Sublicenses), under the Patent Rights to make, have made, use, Sell, offer for Sale, import Licensed Products, and to practice
    the Licensed Method in the United States and in other countries where The Regents may lawfully grant such licenses.




 


	 	B.	Nothing
    in this Agreement will be deemed to limit the right of The Regents to make and use the Invention and practice the Patent Rights,
    including at all campuses within the University of California, and allow other educational and non-profit institutions to
    do so for educational and research purposes and to publish the results of any such research (collectively "Research Rights");
    provided however, notwithstanding any other provision hereof, the Research Rights do not include purposes and uses which,
    in fact, do result in any product incorporating the Invention and Patent Rights where such product is sold or delivered for
    no consideration into any market beyond controlled studies in the exercise of educational and research activities of educational
    and nonprofit institutions.




 


	 	C.	This
    Agreement will terminate immediately, without obligation to provide sixty (60) days' notice as set forth in Article 10, if
    Licensee files a claim including in any way the assertion that a portion of The Regents' Patent Rights is invalid or unenforceable
    where the filing is by the Licensee, a third party on behalf of the Licensee, or a third party at the urging of the Licensee.




 


	 	D.	No
    assignment of Patent Rights shall be allowed under this Agreement to Licensee or to Sublicensees.




 



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UC2009-334
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3.SUBLICENSES


 


	 	A.	The Regents also
    grant to the Licensee, so long as it retains exclusive rights under this Agreement, the right to issue Sublicenses ("Sublicenses")
    to Affiliates and third parties ("Sublicensees") under the rights and licenses granted to Licensee in Paragraph
    2.A (with no right of the Sublicensees to further sublicense such rights to others) in the United States and in other countries
    where The Regents may lawfully grant such licenses. Affiliates shall have no licenses under the Patent Rights unless such
    Affiliates are granted a Sublicense. All Sublicenses will include all of the rights of, and will require the performance of
    all the obligations due to, The Regents under this Agreement other than those rights and obligations specified in Article
    4 (License Fees) of this Agreement. For the purposes of this Agreement, the operations of all Sublicensees shall be deemed
    to be the operations of the Licensee, for which the Licensee shall be responsible.




 


		B.	The
                                         Licensee will notify The Regents of each Sublicense granted hereunder and provide The
                                         Regents with a complete copy of each Sublicense within thirty (30) days of its execution.



 


		C.	The
                                         Licensee will be responsible for paying to The Regents Earned Royalties, as specified
                                         in Article 5 (Royalties) based on Sales of Licensed Products by the Sublicensees. The
                                         Licensee will guarantee all consideration due The Regents based on Sublicensees's Sales.
                                         The Licensee will require Sublicensees to provide it with copies of all Progress Reports
                                         and royalty reports in accordance with the provisions herein, and the Licensee will collect
                                         and deliver to The Regents all such reports due from Sublicensees.



 


		D.	In
                                         addition to the payment of Earned Royalties based on the Sale of Licensed Products by
                                         the Sublicensees, the Licensee will pay to The Regents Three percent (3%) of all Non-Royalty
                                         Consideration received by the Licensee in exchange for the grant of Sublicenses under
                                         Article 3. For purposes of this Paragraph 3.D, "Non-Royalty Consideration"
                                         means all non-royalty consideration received by the Licensee as consideration for the
                                         grant of a Sublicense, including fees, milestone payments, other payments, and the cash
                                         equivalent of non-cash consideration (e.g., stock, services, and equipment). This definition
                                         of Non-Royalty Consideration expressly excludes any royalty consideration received by
                                         the Licensee from a Sublicensee based on a percentage of the Sublicensee's Sales of Licensed
                                         Products, which such Sales are subject to Article 5 (Earned Royalties).



 


		E.	Upon
                                         termination of this Agreement for any reason, The Regents, at its sole discretion, will
                                         determine whether any or all Sublicenses will be canceled or assigned to The Regents.
                                         In the event that The Regents accepts assignment of any Sublicense, The Regents will
                                         not be bound by any provisions of the Sublicense other than those rights and obligations
                                         contained in this Agreement. Moreover, The Regents will have the sole right to modify
                                         each such assigned Sublicense to include all of the rights of The Regents that are contained
                                         in this Agreement, including the payment of Earned Royalties directly to The Regents
                                         in accordance with Article 5 (Royalties).



 




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UC2009-334
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4.LICENSE
FEES


 


		A.	The
                                         Licensee will pay to The Regents a license issue fee of ten thousand Dollars ($10,000.00)
                                         within eight (8) months of the Effective Date of this Agreement.



 


		B.	Subject
                                         to the approval of The Regent's Office of the President, as partial consideration for
                                         all the rights and licenses granted to the Licensee, within ninety (90) days from the
                                         Effective Date, the Licensee will provide and deliver to The Regents fully paid non-assessable
                                         shares of common stock of OlFactor Laboratories, Inc. , which shares will equal
                                         ten percent ( 10 %) of all shares of its then-issued common stock. The stock transferred
                                         hereunder will be subject to the terms of a separate shareholder's agreement by and between
                                         The Regents and Licensee. If the transfer of equity is not approved by The Regents' Office
                                         of the President, the parties will negotiate an alternative and equivalent form of compensation.



 


		C.	The
                                         fee set forth above is not refundable, not creditable, and not an advance against any
                                         fees, royalties, or other monies required to be paid under the terms of this Agreement.



 


5. ROYALTIES


 


		A.	As
                                         further consideration for all the rights and licenses granted to the Licensee, the Licensee
                                         will pay to The Regents an earned royalty ("Earned Royalty") at the rate of
                                         three percent (3%) based on the Net Sales of Licensed Products on the earlier of eighteen
                                         (18) months from the Effective Date or when Licensee becomes cash flow positive (excluding
                                         capital expenditures).



 


		B.	All
                                         Sales by the Licensee will be at Fair Market Value. In the event that the Licensee makes
                                         any Sales at below Fair Market Value, Earned Royalties due under this Article 5 will
                                         be paid on such Sales as if they had been made at Fair Market Value.



 


		C.	Earned
                                         Royalties will accrue in each country for the duration of Patent Rights in that country
                                         and will be payable to The Regents when payment is received by the Licensee for the Licensed
                                         Products that are Sold, or otherwise exploited by the Licensee or a Sublicensee in a
                                         manner constituting Sale.



 


		D.	Earned
                                         Royalties and other consideration payable to The Regents will be paid quarterly on or
                                         before the following dates of each calendar year:



 


●     February
28 for the calendar quarter ending December 31;


●     May
31 for the calendar quarter ending March 31;


●     August
31 for the calendar quarter ending June 30; and


●     November
30 for the calendar quarter ending September 30.


 






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UC2009-334
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		E.	Each
                                         such payment will be for royalties that accrued up to the last day of the most recently
                                         completed calendar quarter.



 


		F.	All
                                         consideration due The Regents will be payable in United States dollars.



 


		G.	Earned
                                         Royalties and any other consideration accrued in any country outside the United States
                                         will not be reduced by any taxes, fees, or other charges imposed by the government of
                                         such country. The Licensee also will be responsible for all bank transfer charges.



 


		H.	In
                                         the event that any patent or any claim thereof included within the 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, all obligation to pay royalties based on such
                                         patent or claim or any claim patentably indistinct therefrom will cease as of the date
                                         of such final decision. The Licensee will not, however, be relieved from paying any royalties
                                         that accrued before such final decision.



 


		I.	If
                                         Sublicensee is sold, the Earned Royalty obligation to The Regents shall flow through
                                         to the purchaser of Sublicensee.



 


6.DUE
DILIGENCE


 


		A.	The
                                         Licensee, upon execution of this Agreement, will diligently proceed with the development,
                                         manufacture, and Sale of Licensed Products and will diligently market the same and provide
                                         Licensed Products in quantities sufficient to meet the market demands therefor, as described
                                         in summary in Licensee's business plan (Exhibit A).



 


		B.	The
                                         Licensee will obtain all necessary governmental approvals in each country where Licensed
                                         Products are manufactured, used, Sold, imported, or offered for Sale.



 


		C.	Licensee
                                         acknowledges that the primary objective of The Regents with respect to the licenses granted
                                         hereby is to promote the development and marketing of Licensed Methods and Licensed Products
                                         for the public good. To this end, The Regents shall have the right to terminate this
                                         Agreement or convert the rights granted in Paragraph 2.A to non-exclusive licenses should
                                         Licensee fail to achieve the following development and commercialization objectives:



 


		i.	OlFactor
                                         Laboratories. Inc. company formation and initiation of operations by June 2010;



 


		ii.	Meet
                                         the following funding milestones by designated years after the Effective Date:



 


a.
Milestone "Raise $750,000" by end of 2010;


b.
Milestone "Raise additional $750,000" by end of 2011;


 






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UC2009-334
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	 	iii.	Commence sales
    of Licensed Products in any country by September 2011;




 


	 	iv.	Achieve Net Sales
    of these amounts in each designated year after the Effective Date, according to this timetable:




 


a.Net
Sales of $ 370,000 in 2011;


b.Net
Sales of $ 10,000,000 in 2012;


c.6%
annual increase in Net Sales over the prior year for 2013, 2014, and 2015;


 


	 	v.	Identify regulatory
    requirements for insect lures or traps and initiate filings, as required; and




 


	 	vi.	After 2013, use
    commercially reasonable efforts (and in no case may commercially reasonable include shelving the technology) to fill market
    demand for Licensed Products following commencement of Sales at any time during the term of this Agreement.




 


	 	D.	To exercise the
    right to terminate this Agreement or reduce the licenses granted herein to non-exclusive for lack of diligence as set forth
    in Paragraphs 6.A and 6.C, The Regents will give the Licensee written notice of the deficiency. The Licensee thereafter has
    sixty (60) days to cure the deficiency. If The Regents have not received written tangible evidence satisfactory to The Regents
    that the deficiency has been cured by the end of the sixty (60)-day period, then The Regents may, at its option, terminate
    this Agreement immediately without the obligation to provide sixty (60) days' notice as set forth in Article 10 or may automatically
    convert the licenses granted in Article 2 (Grant) to nonexclusive by giving written notice to the Licensee.




 


7.PROGRESS
AND ROYALTY REPORTS


 


	 	A.	Beginning at six
    (6) months after the Effective Date of this Agreement, and semiannually thereafter, the Licensee will submit to The Regents
    a progress report as described in Paragraph 7.B covering activities by the Licensee and its Sublicensees related to the commercialization
    of Licensed Products ("Progress Report") during the previous calendar year. This reporting requirement will remain
    in force until the commencement of Sale of each Licensed Product. If the Licensee fails to submit a timely Progress Report
    to The Regents, The Regents will be entitled to terminate this Agreement in accordance with Article 10. If either party terminates
    this Agreement before any Licensed Products are Sold or before this Agreement's expiration, a final Progress Report covering
    the period prior to termination must be submitted within thirty (30) days of termination.




 






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UC2009-334
                                           1/27/2010 Final


 


		B.	The
                                         Progress Reports will summarize the Licensee's activities related to the testing and
                                         development of Licensed Products, the anticipated date at which diligence milestones
                                         will be met, and the activities of any Sublicensees, if any. The Progress Report will
                                         contain sufficient detail for The Regents to determine whether or not the Licensee has
                                         met its diligence obligations set forth in Article 6 (Due Diligence). Licensee will continue
                                         to provide Progress Reports to The Regents so long as Licensed Products are in development.



 


		C.	After
                                         the first Sale of a Licensed Product, the Licensee will provide quarterly royalty reports
                                         to The Regents on or before each February 28, May 31, August 31, and November 30 of each
                                         year. Each such royalty report will cover the most recently completed calendar quarter
                                         (January through March, April through June, July through September, and October through
                                         December) and will show:



 


		i.	the
                                         quantity of Licensed Products Sold by the Licensee and its Sublicensees during the most
                                         recently completed calendar quarter;



 


		ii.	the
                                         Earned Royalties, in United States dollars, payable hereunder; and



 


		iii.	the
                                         method used to calculate the Earned Royalty.



 


After the
first royalty report, if no Sales of Licensed Products have been made during any calendar quarter, then a statement to this effect
must be provided by the Licensee in the applicable quarter's royalty report.


 


8.BOOKS
AND RECORDS


 


The Licensee
will keep books and records accurately showing all payments due The Regents and all Licensed Products developed, manufactured,
used, offered for Sale, imported, Sold, and/or otherwise exploited under the terms of this Agreement. Such books and records will
be preserved for at least five (5) years after the date of the payment to which they pertain and will be open to examination by
representatives or agents of The Regents during regular business hours to determine their accuracy and assess the Licensee's compliance
with the terms of this Agreement. The fees and expenses of performing the examination will be paid by The Regents. If, however,
an error in royalties of more than five percent (5%) of the total royalties due for any year is discovered or any other material
term of this Agreement is discovered to have been breached, the Licensee shall bear the cost of the examination. The Licensee
shall remit any underpayment to The Regents within thirty (30) days of the examination results.


 




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9.LIFE
OF THE AGREEMENT


 


		A.	Unless
                                         otherwise terminated by operation of law, Paragraph 9.B, or by acts of the parties in
                                         accordance with the terms of this Agreement, this Agreement will remain in effect from
                                         the Effective Date until the expiration or abandonment of the last of the Patent Rights
                                         licensed hereunder.



 


		B.	This
                                         Agreement shall automatically terminate without the obligation to provide sixty (60)
                                         days' notice as set forth in Article 10 upon the filing of a petition for relief under
                                         the United
                                         States Bankruptcy Code by or against the Licensee as a debtor or alleged debtor.



  


		C.	Any
                                         termination or expiration of this Agreement will not affect the rights and obligations
                                         set forth in the following Articles:



 


	 	Article
    1	Definitions
	 	Article
    4	License
    Fee
	 	Article
    8	Books
    and Records
	 	Article
    9	Life
    of the Agreement
	 	Article
    12	Disposition
    of Licensed Products upon Termination or Expiration
	 	Article
    13	Use
    of Names and Trademarks
	 	Article
    14	Limited
    Warranty
	 	Article
    15	Limitation
    of Liability
	 	Article
    19	Indemnification
	 	Article
    20	Notices
	 	Article
    22	Late
    Payments
	 	Article
    24	Governing
    Laws; Venue; Attorneys' Fees
	 	Article
    28	Confidentiality


 


		D.	The
                                         termination or expiration of this Agreement will not relieve the Licensee of its obligation
                                         to pay consideration owed to the Regents at the time of such termination or expiration
                                         and will not impair any accrued right of The Regents, including the right to receive
                                         Earned Royalties and other consideration in accordance with Article 3, Article 4, Article
                                         5, and Article 12.



 


10.TERMINATION
BY THE REGENTS


 


If the Licensee
should violate or fail to perform any term of this Agreement, then The Regents may give written notice of such default ("Notice
of Default") to the Licensee. If the Licensee fails to repair such default within sixty (60) days after the date such notice
takes effect, The Regents will have the right to immediately terminate this Agreement and the licenses hereunder by providing
a written notice of termination ("Notice of Termination") to the Licensee.


 






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UC2009-334
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11.TERMINATION
BY THE LICENSEE


 


The Licensee
will have the right at any time to terminate this Agreement by providing a Notice of Termination to The Regents. Moreover, the
Licensee will be entitled to terminate the rights under Patent Rights on a country-by-country basis by giving notice in writing
to The Regents. Termination of this Agreement will be effective sixty (60) days after the date such notice takes effect.


 


12.DISPOSITION
OF LICENSED PRODUCTS UPON TERMINATION OR EXPIRATION


 


		A.	Upon
                                         termination of this Agreement, the Licensee may, for a period of one hundred and eighty(
                                         180) days, complete any partially made Licensed Products and Sell all Licensed Products
                                         made or partially made prior to the termination of the Agreement, provided, however,
                                         that the Sale of such Licensed Products will be subject to the terms of this Agreement
                                         including, but not limited to, the payment of Earned Royalties at the times provided
                                         herein and the rendering of royalty reports in connection therewith. The Licensee may
                                         not otherwise make or Sell Licensed Products after termination or expiration.



 


		B.	If
                                         this Agreement was in force and applicable Patent Rights existed at the time of any making,
                                         Sale, offer for Sale, or import of a Licensed Product then Earned Royalties shall be
                                         paid at the times provided herein and royalty reports shall be rendered in connection
                                         therewith, notwithstanding the absence of applicable Patent Rights with respect to such
                                         Licensed Product at any later time. Otherwise, no Earned Royalties and other consideration
                                         shall be paid on the Sales of such product.



 


13.USE
OF NAMES AND TRADEMARKS


 


Nothing
contained in this Agreement will be construed as conferring any right to either party to use in advertising, publicity, or other
promotional activities any name, trade name, trademark, or other designation of the other party (including a contraction, abbreviation
or simulation of any of the foregoing). Unless consented to in writing by The Regents, the use by the Licensee of the name "The
Regents of the University of California" or the name of any campus of the University of California in advertising, publicity,
or other promotional activities is expressly prohibited.


 






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UC2009-334
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14.LIMITED
WARRANTY


 


	 	A.	The Regents warrant
    to the Licensee that it has the lawful right to grant this license.




 


		B.	Except
                                         as expressly set forth in Paragraph 14.A of this Agreement, the licenses and the associated
                                         Invention, Patent Rights, Licensed Products, and Licensed Methods are provided by The
                                         Regents WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY
                                         OTHER WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE REGENTS MAKES NO EXPRESS OR
                                         IMPLIED REPRESENTATION OR WARRANTY THAT THE INVENTION, PATENT RIGHTS, LICENSED PRODUCTS,
                                         OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS.



 


		C.	Nothing
                                         in this Agreement is or shall be construed as:



 


		i.	a
                                         warranty or representation by The Regents as to the validity, enforceability, or scope
                                         of any Patent Rights; or



 


		ii.	a
                                         warranty or representation that anything made, used, Sold, or otherwise exploited under
                                         any license granted in this Agreement is or will be free from infringement of patents,
                                         copyrights, or other rights of third parties; or



 


		iii.	an
                                         obligation to bring or prosecute actions or suits against third parties for patent infringement
                                         except as provided in Article 18 (Patent Infringement); or



 


		iv.	conferring
                                         by implication, estoppel, or otherwise any license or rights under any patents or other
                                         rights of The Regents other than Patent Rights, regardless of whether such patents are
                                         dominant or subordinate to Patent Rights; or



 


		v.	an
                                         obligation to furnish any New Developments, know-how, technology, or technological information
                                         not provided in Patent Rights.



 


15.LIMITATION
OF LIABILITY


 


THE REGENTS
WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR
INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED
BY LICENSEE, SUBLICENSEES, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION
OF ANY KIND (INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY) EVEN IF THE REGENTS HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.


 






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UC2009-334
  1/27/2010 Final


 


16.PATENT
PROSECUTION AND MAINTENANCE





 


		A.	The
                                         Regents will diligently prosecute and maintain the United States and foreign patents
                                         comprising the Patent Rights using counsel of its choice who will take instructions solely
                                         from The Regents. The Regents will promptly provide the Licensee with copies of all relevant
                                         correspondence with applicable patent offices ("Correspondence") so that the
                                         Licensee will be informed of the continuing prosecution and may comment upon such Correspondence
                                         prior to deadlines for filing of responses, provided, however, that if the Licensee has
                                         not commented upon such Correspondence in reasonable time for The Regents to sufficiently
                                         consider the Licensee's comments, or if The Regents must act to preserve Patent Rights,
                                         The Regents will be free to respond without consideration of the Licensee's comments,
                                         if any.



 


		B.	The
                                         Regents will use reasonable efforts to amend any patent application to include claims
                                         requested by the Licensee and required to protect the Licensed Products contemplated
                                         to be Sold, or the Licensed Method to be practiced, under this Agreement.



 


		C.	At
                                         the Licensee's request and at the Licensee's expense, The Regents will file, prosecute,
                                         and maintain foreign counterparts of the patent applications and patents included under
                                         Patent Rights, if available. In such event, the resulting applications and patents will
                                         be included in Patent Rights and will be subject to this Agreement. The Licensee must
                                         request that The Regents file foreign counterpart patent applications no later than ninety
                                         (90) days prior to the deadline for filing such applications. This notice concerning
                                         foreign filing must be in writing and must identify the countries desired. The absence
                                         of such a notice from the Licensee to The Regents will be considered an election by the
                                         Licensee that The Regents not secure foreign Patent Rights. The Regents will have the
                                         right to file patent applications at its own expense in any country the Licensee has
                                         not included in its list of desired countries, and Licensee will have no rights thereunder.



 


		D.	All
                                         costs of obtaining patentability opinions, preparing, filing, prosecuting, and maintaining
                                         patent applications and resulting patents specified under Patent Rights ("Patent
                                         Prosecution Costs") which occur at eight (8) months or later after the "Effective
                                         Date" of this Agreement will be borne by the Licensee. The costs of all interferences,
                                         oppositions, reexaminations, and reissues shall also be deemed to be Patent Prosecution
                                         Costs and also will be borne by the Licensee. The Licensee will reimburse The Regents
                                         for all Patent Prosecution Costs within thirty (30) days following receipt of an itemized
                                         invoice from The Regents for Patent Prosecution Costs. If either party terminates this
                                         Agreement, the Licensee will be responsible for all Patent Prosecution Costs incurred
                                         up to the effective date of termination of the Agreement.



 


		E.	The
                                         Licensee may terminate its obligation to pay Patent Prosecution Costs with respect to
                                         any particular patent application or patent under Patent Rights upon three (3)-months'
                                         written notice to The Regents. The Regents may continue prosecution and/or maintenance
                                         of such patent application or patent at its sole discretion and expense, provided, however,
                                         that the Licensee will have no further rights or licenses thereunder.



 






    	13



    	 



    

 


UC2009-334
                                           1/27/2010 Final


 


	 	F.	The Licensee will notify The Regents of any change of its status
    as a small entity (as defined by the United States Patent and Trademark Office) and of the first Sublicense granted to an
    entity that does not qualify as a small entity.




 


17.PATENT
MARKING


 


The Licensee
will mark all Licensed Products made, used, or Sold or otherwise exploited under the terms of this Agreement or their containers
in accordance with the applicable patent marking laws.


 


18.PATENT
INFRINGEMENT


 


		A.	In
                                         the event that The Regents (to the extent of the actual knowledge of the licensing professional
                                         responsible for the administration of this Agreement) or the Licensee learns of infringement
                                         of potential commercial significance of any Patent Rights, the knowledgeable party will
                                         provide the other (i) with written notice of such infringement and (ii) with any evidence
                                         of such infringement available to it (the "Infringement Notice"). Neither The
                                         Regents (to the extent the Licensee has exclusive licenses) nor the Licensee will notify
                                         a possible infringer of infringement or put such infringer on notice of the existence
                                         of any Patent Rights without first obtaining consent of the other. If the Licensee puts
                                         such infringer on notice of Patent Rights without first obtaining the written consent
                                         of The Regents and if a declaratory judgment action is filed by such infringer against
                                         The Regents, then Licensee's right to initiate a suit against such infringer for infringement
                                         under Paragraph 18.B below will terminate immediately without the obligation of The Regents
                                         to provide notice to the Licensee. Both The Regents and the Licensee will use their diligent
                                         efforts to cooperate with each other to terminate such infringement without litigation.



 


		B.	If
                                         infringing activity of potential commercial significance by the infringer has not abated
                                         within ninety (90) days of the Infringement Notice, the Licensee may institute suit for
                                         patent infringement against the infringer. The Regents may voluntarily join such suit
                                         at its own expense, but may not otherwise commence suit against the infringer for the
                                         acts of infringement that are the subject of the Licensee's suit. The Licensee may not
                                         join The Regents as a party in a suit initiated by the Licensee without The Regents'
                                         prior written consent. If, in a suit initiated by the Licensee, The Regents are involuntarily
                                         joined, the Licensee will pay any costs incurred by The Regents arising out of such suit,
                                         including but not limited to, any legal fees of counsel that The Regents selects and
                                         retains to represent it in the suit.



 




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UC2009-334
  1/27/2010 Final


 


		C.	If,
                                         within one hundred and twenty (120) days following the date the Infringement Notice takes
                                         effect, infringing activity of potential commercial significance by the infringer has
                                         not abated and the Licensee has not brought suit against the infringer, The Regents may
                                         institute suit against the infringer. If The Regents institutes such suit, the Licensee
                                         may not join such suit without The Regents' consent and may not otherwise commence suit
                                         against the infringer for acts of infringement that are the subject of The Regents' suit
                                         or any judgment rendered in that suit.



 


		D.	Any
                                         recovery or settlement received in connection with suit initiated hereunder will first
                                         be shared by The Regents and the Licensee equally to cover the litigation costs each
                                         incurred. For purposes of this Agreement, "Net Recovery" means any recovery
                                         or settlement in excess of the litigation costs incurred by the Licensee and/or The Regents.
                                         In any suit filed by the Licensee or any suit filed jointly by the Licensee and The Regents,
                                         Net Recovery will be split among the parties in proportion to the litigation expenses
                                         incurred by each. In no event will The Regents receive less than ten (10%) of any Net
                                         Recovery. In any suit initiated by The Regents to which the Licensee is not a party,
                                         any Net Recovery will belong to solely to The Regents.



 


		E.	Any
                                         litigation proceedings 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 the Licensee.
                                         In no event may Licensee or The Regents admit liability or wrongdoing on behalf of the
                                         other party without the other party's prior written consent. Each party will cooperate
                                         with the other in litigation proceedings instituted hereunder but at the expense of the
                                         party who initiated the suit (unless such suit is being jointly prosecuted by the parties).
                                         If The Regents and the Licensee initiate a joint suit against an infringer, the parties
                                         will cooperate with each other and agree upon a mutually acceptable course of action
                                         with respect to choice of counsel, litigation strategy, and the division of any costs
                                         and recovery.



 


		F.	The
                                         Regents and the Licensee agree to be bound by all determinations of patent infringement,
                                         validity, and enforceability (but no other issue) resolved by any adjudicated judgment
                                         in a suit brought in compliance with this Article 18.



 


		G.	Any
                                         agreement made by the Licensee for purposes of settling litigation or other dispute shall
                                         comply with the requirements of Article 3 (Sublicenses) of this Agreement.



 






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UC2009-334
  1/27/2010 Final


 


19.
INDEMNIFICATION


 


	 	A.	The Licensee will, and will require its Sublicensees to, indemnify,
    hold harmless, and defend The Regents, the sponsors of the research that led to the Invention, and the inventors of any invention
    claimed in patents or patent applications under Patent Rights (including the Licensed Products, and Licensed Methods contemplated
    thereunder) and their employers, and the officers, employees, and agents of any of the foregoing, against any and all claims,
    suits, losses, damages, costs, fees, and expenses resulting from, or arising out of, the exercise of this license or any Sublicense.
    This indemnification will include, but will not be limited to, any product liability. If The Regents, in its sole discretion,
    believes that there will be a conflict of interest or it will not otherwise be adequately represented by counsel chosen by
    the Licensee to defend The Regents in accordance with this Paragraph 19.A, The Regents and the Licensee will make good faith
    efforts to find mutually acceptable counsel. If such efforts are not successful then The Regents may retain counsel of its
    choice to represent it, and the Licensee will pay all expenses for such representation.




 


	 	B.	The Licensee, at its sole cost and expense, will insure its activities
    in connection with any work performed hereunder and will obtain, keep in force, and maintain the following insurance:




 


		i.	Commercial
                                         Form General Liability Insurance (contractual liability included) with limits as follows:



 


	 	Each Occurrence	 	$	500,000	 
	 	Products/Completed
    Operations Aggregate	 	$	1,000,000	 
	 	Personal and Advertising
    Injury	 	$	500,000	 
	 	General Aggregate	 	$	1,000,000	 



 


If
the above insurance is written on a claims-made form, it shall continue for three (3) years following termination or expiration
of this Agreement. The insurance shall have a retroactive date of placement prior to or coinciding with the Effective Date of
this Agreement; and


 


		ii.	Worker's
                                         Compensation as legally required in the jurisdiction in which the Licensee is doing business.



 


	 	C.	The coverage and limits referred to in Subparagraphs 19.B.i and
    19.B.ii above will not in any way limit the liability of the Licensee under this Article. Upon the execution of this Agreement
    the Licensee will furnish The Regents with certificates of insurance evidencing compliance with all requirements. Such certificates
    will:




 


	 	i.	provide for thirty (30) days' (ten (10) days for non-payment of
    premium) advance written notice to The Regents of any cancellation of insurance coverage; the Licensee will promptly notify
    The Regents of any material modification of the insurance coverage;




 






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UC2009-334
                                           1/27/2010 Final


 


	 	ii.	indicate that The Regents has been
    endorsed as an additional insured under the coverage described above in Subparagraph 19.B.i; and
	 	 	 
	 	iii.	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 maintained by The Regents.




 


		D.	The
                                         Regents will promptly notify the Licensee in writing of any claim or suit brought against
                                         The Regents for which The Regents intends to invoke the provisions of this Article 19
                                         (Indemnification). The Licensee will keep The Regents informed of its defense of any
                                         claims pursuant to this Article 19 (Indemnification).



 


		E.	Licensee
                                         will not settle any claim against The Regents without The Regents' written consent, where
                                         (i) such settlement would include any admission of liability or admission of wrongdoing
                                         on the part of The Regents, (ii) such settlement would impose any restriction on The
                                         Regents' conduct of any of its activities, or (iii) such settlement would not include
                                         an unconditional release of The Regents from all liability for claims that are the subject
                                         matter of the settled claim.



 


20. NOTICES


 


Any
notice or payment required to be given to either party will be deemed to have been properly given and to be effective:


 


		i.	on
                                         the date of delivery if delivered in person;



 


		ii.	on
                                         the date of mailing if mailed by first-class certified mail, postage paid; or



 


		iii.	on
                                         the date of mailing if mailed by any global express carrier service that requires
                                         the recipient to sign the documents demonstrating the delivery of such notice or payment;



 


to
the respective addresses given below, or to another address as designated in writing by the party changing its address.


 


	 	In
                                         the case of the Licensee:

         
	OlFactor
                                         Laboratories, Inc.

        P.O.
        Box 5019

        Riverside,
        CA 92517

        Telephone:
        951-786-9474

        Attention:
        Amro Albanna

	 	 	 
	 	In
                                         the case of The Regents:

        (for
        notices)
	Office
                                         of Technology Commercialization 

        University
        of California Riverside 

        University
        Office Building, Suite 200 

        Riverside,
        California 92521-0217

        Telephone:
        (951) 827-5535

        Facsimile:
        (951) 827-4883

        Attention:
        Assistant Vice Chancellor 

                          Technology
        Commercialization 

        Referring
        to: UC Case Number UC2009-334

	 	 	 




    	17



    	 



    

 


 


UC2009-334
  1/27/2010 Final


 


	 	(for
                                         payments)

         
	The
                                         Regents of the University of California

        Office
        of Technology Transfer, Accounting

        1111
        Franklin Street, 5th Floor

        Oakland,
        CA 94607

        Attention:
        Chief Financial Officer

        Referring
        to: UC Case Number: UC2009-334



 


21. ASSIGNABILITY


 


This Agreement
is personal to the Licensee. The Licensee may not assign or transfer this Agreement, including by merger, operation of law, or
otherwise, without The Regents' prior written consent, except that this Agreement may be assigned by the Licensee to a party that
acquires all, or substantially all, of the assets of Licensee or to the successor of Licensee in the event of a merger or acquisition
of Licensee only: (1) upon Licensee's termination of all rights granted under this Agreement and (2) so long as the successor
entity agrees in writing to be bound by the terms of this Agreement. The Licensee or successor entity must notify The Regents
which entity is responsible for liability arising before the effective date of the assignment. In the absence of such a
notification, the successor agrees to be liable for all liability arising before the effective date of the assignment. This Agreement
is binding upon and will inure to the benefit of The Regents, its successors and assigns.


 


22.LATE
PAYMENTS


 


In the event
that payments owed to The Regents are not received when due, the Licensee will pay to The Regents interest at a rate of ten percent
(10%) simple interest per annum. Such interest will be calculated from the date payment was due until actually received by The
Regents. Such accrual of interest will be in addition to, and not in lieu of, enforcement of any other rights of The Regents due
to such late payment. Acceptance by The Regents of any late payment from the Licensee under this Article 22 will in no way affect
the provision of Article 23 (Waiver) herein.


 


23.WAIVER


 


No waiver
by either party of any breach or default of any of the duties, obligations, or agreements contained herein will be deemed a waiver
as to any subsequent and/or similar breach or default. No waiver will be valid or binding upon the parties unless made in writing
and signed by a duly authorized officer of each party.


 




    	18



    	 



    

 


UC2009-334
  1/27/2010 Final


 


24.GOVERNING
LAWS; VENUE; ATTORNEYS' FEES


 


		A.	THIS
                                         AGREEMENT WILL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
                                         OF CALIFORNIA, excluding any conflict of iaw rules that would direct the application
                                         of the laws of another jurisdiction, but the scope and validity of any patent or patent
                                         application will be governed by the applicable laws of the country of such patent or
                                         patent application.



 


		B.	Any
                                         legal action brought by the parties hereto relating to this Agreement will be conducted
                                         in San Francisco, California.



 


		C.	The
                                         prevailing party in any suit related to this Agreement will be entitled to recover its
                                         reasonable attorneys' fees in addition to its costs and necessary disbursements.



 


25.GOVERNMENT
APPROVAL OR REGISTRATION


 


If
this Agreement or any associated transaction is required by the law of any nation either to be approved or registered with any
governmental agency, the Licensee will assume all legal obligations to do so. The Licensee will notify The Regents if it becomes
aware that this Agreement is subject to a United States or foreign government reporting or approval requirement. The Licensee
will 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.


 


26.COMPLIANCE
WITH LAWS


 


The
Licensee shall comply with all applicable international, national, state, regional, and local laws and regulations in performing
its obligations hereunder and in its use, manufacture, Sale, or import of the Licensed Products, or practice of the Licensed Method.
The Licensee will observe all applicable United States and foreign laws with respect to the transfer of Licensed Products and
related technical data to foreign countries, including, without limitation, the International Traffic in Arms Regulations (LIAR)
and the Export Administration Regulations. The Licensee shall manufacture Licensed Products and practice the Licensed Method in
compliance with applicable government importation laws and regulations of a particular country for Licensed Products made outside
the particular country in which such Licensed Products are used, Sold, or otherwise exploited.


 


27.FORCE
MAJEURE


 


	 	A.	Except for the Licensee's obligation to make any payments to The
    Regents hereunder, the parties shall not be responsible for any failure to perform due to the occurrence of any events beyond
    their reasonable control which render their performance impossible or onerous, including, but not limited to: accidents (environmental,
    toxic spill, etc.); acts of God; biological or nuclear incidents; casualties; earthquakes; fires; floods; governmental acts,
    orders or restrictions; inability to obtain suitable and sufficient labor, transportation, fuel and materials; local, national,
    or state emergency; power failure and power outages; acts of terrorism; strike; and war.




 






    	19



    	 



    

 


UC2009-334
  1/27/2010 Final


 


	 	B.	Either party to this Agreement, however, will have the right to
    terminate this Agreement upon thirty (30) days' prior written notice if either party is unable to fulfill its obligations
    under this Agreement due to any of the causes specified in Paragraph 27.A for a period of one (1) year.




 


28.
CONFIDENTIALITY


 


		A.	The
                                         Licensee and The Regents will treat and maintain the other party's proprietary business,
                                         patent prosecution, and other proprietary information, the negotiated terms of this Agreement,
                                         Progress Reports, royalty reports, and Sublicenses ("Proprietary Information")
                                         in confidence using at least the same degree of care as the receiving party uses to protect
                                         its own proprietary information of a like nature from the date of disclosure until five
                                         (5) years after the termination or expiration of this Agreement.



 


		B.	The
                                         Licensee and The Regents may use and disclose Proprietary Information to their employees,
                                         agents, consultants, contractors, and, in the case of the Licensee, its Sublicensees,
                                         provided that such parties are bound by a like duty of confidentiality as that found
                                         in this Article 28. Notwithstanding anything to the contrary contained in this Agreement,
                                         The Regents may release this Agreement or any Sublicense, and information regarding royalty
                                         income to the inventors, senior administrative officials employed by The Regents, and
                                         individual Regents. If such release is made, The Regents will request that such terms
                                         be kept in confidence in accordance with the provisions of this Article 28.



 


		C.	All
                                         written Proprietary Information will be labeled or marked confidential or proprietary.
                                         If the Proprietary Information is orally disclosed, it will be reduced to writing or
                                         some other physically tangible form, marked and labeled as confidential or proprietary
                                         by the disclosing party and delivered to the receiving party within thirty (30) days
                                         after the oral disclosure.



 


		D.	Nothing
                                         contained herein will restrict or impair in any way the right of the Licensee or The
                                         Regents to use or disclose any Proprietary Information:



 


	 	i.	that recipient can demonstrate by written records was known to
    it prior to its disclosure by the disclosing party;




 




    	20



    	 



    

 


UC2009-334
  1/27/2010 Final


 


		ii.	that
                                         recipient can demonstrate by written records has become public knowledge other than through
                                         acts or omissions of recipient;



 


		iii.	that
                                         recipient can demonstrate by written records was obtained lawfully and without restrictions
                                         on the recipient from sources independent of the disclosing party; or



 


		iv.	that
                                         recipient is required to disclose pursuant to by law or governmental rule, or regulation,
                                         including disclosures required under the California Public Records Act, provided however,
                                         that recipient provides reasonable prior written notice to the other party of the requirement
                                         to disclose.



 


		E.	The
                                         Licensee or The Regents may use or disclose Proprietary Information that is required
                                         to be disclosed (i) to a governmental entity or agency in connection with seeking any
                                         governmental or regulatory approval, governmental audit, or other governmental requirement
                                         or (ii) by law, provided that the recipient uses reasonable efforts to promptly notify
                                         the party owning the Proprietary Information of such required disclosure. If a third
                                         party inquires whether a license to the Patent Rights is available The Regents also may
                                         disclose the existence of this Agreement and the availability status of the Patent Rights,
                                         but The Regents will not disclose the name of the Licensee, unless Licensee has already
                                         made such disclosure publicly.



 


		F.	Upon
                                         termination of this Agreement, the Licensee and The Regents will destroy or return any
                                         of the disclosing party's Proprietary Information in its possession within fifteen (15)
                                         days following the termination of this Agreement. Each party may, however, retain one
                                         copy of such Proprietary Information for archival purposes in non-working files.



 


29.
MISCELLANEOUS


 


		A.	The
                                         headings of the several sections are inserted for convenience of reference only and are
                                         not intended to affect the meaning or interpretation of this Agreement.



 


		B.	Any
                                         amendment or modification of this Agreement will be valid or binding upon the parties
                                         only when made in writing and signed on behalf of each party. This Agreement will be
                                         reviewed for further modifications on the first anniversary of the Effective Date, and
                                         at any later date agreed to by both parties.



 


		C.	This
                                         Agreement embodies the entire understanding of the parties and supersedes all previous
                                         communications, representations, or understandings, whether oral or written, between
                                         the parties relating to the Patent Rights.



 






    	21



    	 



    

 


UC2009-334
  1/27/2010 Final


 


		D.	If
                                         any of the provisions contained in this Agreement are held to be invalid, illegal, or
                                         unenforceable in any respect, such invalidity, illegality, or unenforceability will not
                                         affect any other provisions hereof, and this Agreement shall be construed as if such
                                         invalid or illegal or unenforceable provisions had never been contained herein.



 


		E.	No
                                         provisions of this Ageement arc intended or shall be construed to confer upon or give
                                         to any person or entity other than The Regents and the Licensee any rights, remedies,
                                         or other benefits under, or by reason of, this Agreement.



 


		F.	In
                                         performing their respective duties under this Agreement, each party will he operating
                                         as an independent contractor. Nothing contained herein will in any way constitute any
                                         association, partnership, or joint venture between the parties hereto, or be construed
                                         to evidence the intention of the parties to establish any such relationship. Neither
                                         party will have the power to bind the other party or incur obligations on the other party's
                                         behalf without the other party's prior written consent.



 


In
witness whereof, both The Regents and the Licensee have executed this Agreement, in duplicate originals, by their respective officers
hereunto duly authorized, on the date and year hereinafter written.


 





	OlFactor
    Laboratories, Inc.	 	The
    Regents of the University of California
	 	 	 	 	 
	Signature:	/s/
    Amro Albanna	 	Signature:	/s/
    Craig Sheward
	 	 	 	 	 
	Print Name:
    Amro Albanna	 	Print Name:
     Craig Sheward
	 	 	 	 	 
	Title:
    CEO	 	Title:
     Assistant Vice Chancellor
	 	 	 	 	 
	Date:
    1-29-10	 	Date:
     1/29/2010


 


 


 





 


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