Exhibit 10.11


 


EXCLUSIVE
PATENT LICENSE


&
NONEXCLUSIVE COPYRIGHT LICENSE


 


BETWEEN


 


THE
REGENTS OF THE UNIVERSITY OF CALIFORNIA


 


AND


 


INNOVATION
ECONOMY CORPORATION


 


FOR


 


UC CASE NO. 2013-781: "Facilitating
Breathing by 

Simulating Limb Movement";


 


AND


 


UCLA CASE NO. 2015-185:
"Copyright: Graphical User Interface Software to 

Control and Monitor Nerve Stimulation Device"


 






    	 



    	 



    

 








EXCLUSIVE
PATENT LICENSE AND NON-EXCLUSIVE COPYRIGHT AGREEMENT


 


TABLE
OF CONTENTS


 





	ARTICLE	 	PAGE
    NUMBER	 
	 	 	 	 	 	 
	RECITALS	 	 	1	 
	1.	DEFINITIONS	 	 	2	 
	2.	GRANT	 	 	4	 
	3.	SUBLICENSES	 	 	5	 
	4.	FEES 	 	 	6	 
	5.	ROYALTIES	 	 	7	 
	6.	DILIGENCE	 	 	8	 
	7.	PATENT FILING,
    PROSECUTION AND MAINTENANCE	 	 	9	 
	8.	PATENT INFRINGEMENT	 	 	10	 
	9.	PROGRESS AND
    ROYALTY REPORTS	 	 	11	 
	10.	 BOOKS AND
    RECORDS	 	 	12	 
	11.	LIFE OF THE AGREEMENT	 	 	13	 
	12.	TERMINATION BY
    THE REGENTS	 	 	13	 
	13.	TERMINATION BY
    LICENSEE	 	 	13	 
	14.	DISPOSITION OF
    LICENSED PRODUCTS ON HAND UPON TERMINATION	 	 	14	 
	15.	PATENT MARKING	 	 	14	 
	16.	USE OF NAMES
    AND TRADEMARKS	 	 	14	 
	17.	LIMITED WARRANTY	 	 	15	 
	18.	INDEMNIFICATION	 	 	15	 
	19.	LIMITATION OF
    LIABILITY	 	 	16	 
	20.	NOTICES	 	 	17	 
	21.	ASSIGNABILITY	 	 	17	 
	22.	LATE PAYMENTS	 	 	18	 
	23.	WAIVER	 	 	18	 
	24.	FAILURE TO PERFORM	 	 	18	 
	25.	GOVERNING LAWS	 	 	18	 
	26.	GOVERNMENT APPROVAL
    OR REGISTRATION	 	 	19	 
	27.	COMPLIANCE WITH
    LAWS	 	 	19	 
	28.	INTENTIONALLY
    DELETED 	 	 	19	 
	29.	FORCE MAJEURE	 	 	19	 
	30.	CONFIDENTIALITY	 	 	19	 
	31.	MISCELLANEOUS	 	 	20	 
	32.	COUNTERPARTS
    AND EXECUTION	 	 	21	 
	 	 	 	 	 	 
	APPENDIX A	 	 	 	 
	APPENDIX B	 	 	 	 
	APPENDIX C	 	 	 	 
	APPENDIX D	 	 	 	 











 






    	 



    	 



    

 


EXCLUSIVE
PATENT LICENSE 


&
NONEXCLUSIVE COPYRIGHT LICENSE AGREEMENT


 


THIS
EXCLUSIVE PATENT LICENSE AND NONEXCLUSIVE COPYRIGHT LICENSE AGREEMENT AND THE ATTACHED APPENDICES A, B, C, AND D (collectively,
the "Agreement") is made and is effective this November 3, 2014 (the "Effective Date")
between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ("The Regents"), a California corporation having
its corporate offices located at 1111 Franklin Street, Oakland, California 94607-5200, acting through The Office of Intellectual
Property and Industry Sponsored Research of the University of California, Los Angeles, located at 11000 Kinross Avenue, Suite
200, Los Angeles, CA 90095-1406, and INNOVATION ECONOMY CORPORATION ("Licensee"), a Delaware
corporation having a principal place of business at 1650 Spruce Street, Suite 500, Riverside, California 92507.


 


RECITALS


 


WHEREAS,
certain inventions, generally characterized as


 


	 	1.	UCLA Case No. 2013-781: "Facilitating Breathing by Simulating Limb Movement";








 











(the "Invention")
was made in the course of research at the University of California, Los Angeles by Dr. Ronald M. Harper, Mary Arm Woo, Sergey
Shaboyan, and Paul Macey ("Inventors"), and are claimed in Regents' Patent Rights, as defined below;


 


WHEREAS, Inventors are employees
of The Regents and as such are obligated to assign his right, title and interest in and to the Invention to The Regents;


 


WHEREAS, certain
works of authorship, generally characterized as







 


	 	1.	UCLA Case No. 2015-185: "COPYRIGHT: Graphical User Interface Software to Control and Monitor Nerve
Stimulation"








 


(the
"Work") was made in the course of research at the University of California, Los Angeles by Dr. Ronald
M. Harper and Sergey Shaboyan ("Authors"), and is claimed in Regents' Copyright Rights, as defined below;


 


WHEREAS,
Authors are employees of The Regents' and as such are obligated to assign their right, title and interest to the Work to The Regents;


 


WHEREAS,
Licensee and The Regents entered into a Secrecy Agreement effective June 12, 2014 and expiring on June 11, 2019;


 


WHEREAS,
Licensee and The Regents executed a Letter of Intent (U.C. Control No. 2015-30-0090) with an effective date of August 8, 2014;


 


WHEREAS,
Licensee is a "small business concern" as defined in 15 U.S.C. §§632; and


 


WHEREAS,
The Regents wishes that Regents' Patent Rights be developed and utilized to the fullest extent so that the benefits can be enjoyed
by the general public.


 






    	1



    	 



    

 


The
parties agree as follows:


 


1.
DEFINITIONS


 


	1.1	"510(k)" means a premarket submission made to
    the FDA to demonstrate that a device to be marketed is at least as safe and effective, that is, substantially equivalent,
    to a legally marketed device that is not subject to premarket approval.




 


	1.2	"Affiliate" means any business entity 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. In any country where the local law does not permit foreign equity participation of at least fifty
    percent (50%), then "Affiliate" means any business entity in which Licensee owns or controls, directly or
    indirectly, the maximum percentage of outstanding stock or voting rights that is permitted by local law.




 


	1.3	"Commercialization" has the meaning set forth
    in Paragraph 6.1 of this Agreement.




 


	1.4	"Customer" means any individual or entity that
    receives Licensed Products or Licensed Methods, provided however, that Licensee or Sublicensee shall be deemed a Customer
    only if it receives Licensed Products or Licensed Methods that are not intended for further sale, transfer, lease, exchange
    or other disposition.




 


	1.5	"Derivative Work(s)" means any revision, enhancement,
    modification, translation, abridgement, condensation, or expansion created by Licensee that is based upon the works listed
    in Appendix B or a portion thereof.




 


	1.6	"Field of Use" means treatment
of conditions related to sleep-disordered breathing (including sleep apnea, congenital central hypoventilation syndrome (CCHS),
or primary alveolar hypoventilation) and for improvement of sleep quality.








 


	1.7	"Final Sale" means any sale, transfer, lease,
    exchange or other disposition or provision of a Licensed Product and/or a Licensed Method to a Customer by Licensee or a Sublicensee.
    A Final Sale will be deemed to have occurred upon the earliest to occur of the following (as applicable): (a) the transfer
    of title to such Licensed Product and/or Licensed Method to a Customer, (b) the shipment of such Licensed Product to a Customer,
    (c) the provision of a Licensed Method to a Customer, (d) the provision of an invoice for such Licensed Product or Licensed
    Method to a Customer, or (e) payment by the Customer for Licensed Products or Licensed Methods. Exchange of Licensed Products
    between Licensee and a Sublicensee is not a Final Sale if the Licensed Product is intended for further sale, transfer, lease,
    exchange or other disposition, in which case the Final Sale will be deemed to have occurred upon sale, transfer, lease, exchange
    or other disposition or provision of Licensed Product by Licensee or Sublicensee to a Customer.




 


	1.8	"FDA" means the United States Food and Drug Administration
    or any equivalent successor offices.




 


	1.9	"First Commercial Sale" means the first sale of
    any Licensed Product by Licensee or a Sublicensee, following approval of its marketing by the appropriate governmental agency
    for the country in which the sale is to be made. When governmental approval is not required, "First Commercial Sale"
    means the first sale in that country.




 


	1.10	"Joint Venture" means any separate entity established
    pursuant to an agreement between a third party and Licensee and/or a Sublicensee, in which the separate entity manufactures,
    uses, purchases, sells or acquires Licensed Products from Licensee or a Sublicensee.




 






    	2



    	 



    

 





	1.11	"Licensed Copyright Product"
    means any work or a derivative covered by Regents' Copyright Rights or whose use, manufacture, performance, production,
    reproduction, display, distribution, or sale would, absent the license granted under this Agreement, constitute an infringement,
    inducement of infringement, or contributory infringement, of any work covered within Regents' Copyright Rights. If the Licensed
    Copyright Product is a component of another product or work, such product or work is deemed to be the Licensed Copyright Product
    for purposes of this Agreement.




 


	1.12	"Licensed Method" means
    any process, service, or method covered by a Valid Claim within Regents' Patent Rights or whose use or practice would, absent
    the license granted under this Agreement, constitute an infringement, inducement of infringement or contributory infringement
    of any Valid Claim within Regents' Patent Rights.




 


	1.13	"Licensed Product" means
    any article, composition, apparatus, substance, chemical, or any other material covered by a Valid Claim within Regents' Patent
    Rights or whose manufacture, import use, offer for sale, or sale would, absent the license granted under this Agreement, constitute
    an infringement, inducement of infringement or contributory infringement of any Valid Claim within Regents' Patent Rights,
    or any service, article, composition, apparatus, chemical, substance or any other material made, used or sold by or utilizing
    or practicing a Licensed Method. This definition of Licensed Product also includes a service either used by Licensee or a
    Sublicensee or provided by Licensee or a Sublicensee to a Customer when such service requires the use of Licensed Product
    or performance of a Licensed Method. If the Licensed Product is a component of another product such as a kit, composition
    of matter or combination, such kit, composition of matter or combination is deemed to be the Licensed Product for purposes
    of this Agreement. Likewise, if Licensee or a Sublicensee receives a Licensed Product for incorporation into another product
    intended for sale, transfer, lease or other disposition, then, for the purposes of this Agreement, the Licensed Product is
    such product intended for sale, transfer, lease, or other disposition by Licensee or a Sublicensee.




 


	1.14	"Market Approval" means the authorization by an
    appropriate Regulatory Authority to market and sell a Licensed Product for an indication in a jurisdiction.




 


	1.15	"Minimum Annual Royalty" has the meaning set forth
    in Paragraph 5.3 of this Agreement.




 


	1.16	"Net Sales" means the total of the gross amount
    invoiced or otherwise charged (whether consisting of cash or any other forms of consideration) for all Final Sales, less the
    following deductions (to the extent included in and not already deducted from the gross amount invoiced or otherwise charged)
    to the extent reasonable and customary: cash, trade or quantity discounts actually granted to Customers; sales, use, tariff,
    import/export duties or other excise taxes imposed on particular sales, and value added taxes ("vat")
    to the extent that such vat is incurred and not reimbursed, refunded, or credited under a tax authority; and allowances
    or credits to Customers because of rejections or returns. Income taxes are not an allowed deduction under Net Sales. If Licensee,
    a Sublicensee, development partner or Joint Venture is a Customer, then Licensee will pay royalties on Net Sales based on
    the total gross amount normally charged to other Customers in arm's length transactions.




 


	1.17	"Patent Action" means the preparation, filing,
    prosecution and maintenance of patent applications and patents in Regents' Patent Rights. Prosecution includes, but is not
    limited to, reexaminations, interferences, oppositions, and any other ex parte or inter partes matters originating in a patent
    office.




 


	1.18	"Patent Costs" means all out-of-pocket costs incurred
    by The Regents for Patent Actions.




 


	1.19	"PMA" means premarket
    approval, the FDA process of scientific and regulatory review to evaluate the safety and effectiveness of Class III medical
    devices, and any de novo classification or Evaluation of Automatic Class III Designation with the FDA.










 






    	3



    	 



    

 


	1.20	"Regents' Patent Rights" means The Regents' interest
    in any of the patent applications and patents listed in Appendix A attached to this Agreement and assigned to The Regents
    (UCLA Case No. 2013-781 any continuing applications thereof including divisions; but excluding continuations-in-part except
    to the extent of claims entirely supported in the specification and entitled to the priority date of the parent application;
    any patents issuing on these applications including reissues, substitutions, and patent extensions; and any corresponding
    foreign patents, patent applications and supplemental protection certificates; all of which will be automatically incorporated
    in and added to Appendix A and made a part of this Agreement.




 


	1.21	"Regents' Copyright Rights" means The Regents'
    interest in the works listed in Appendix B attached to this Agreement and assigned to The Regents (UCLA Case No. 2015-185)
    and any Derivative Works(s) created therefrom; all of which will be automatically incorporated in and added to Appendix B
    and made part of this Agreement.




 


	1.22	"Regulatory Authority" the certification organization
    designated by the national authority of any country to assess and inspect medical devices and to certify said medical devices
    for sale, or their equivalent or successor offices.




 


	1.23	"Side Deal" means an arrangement, understanding,
    agreement, or transaction (collectively "Deals") between the Licensee and a third party Sublicensee and/or its affiliates,
    which Deal is not a Sublicense.




 


	1.24	"Sublicensee" means any person or entity (including
    any Affiliate or Joint Venture) to which any of the rights granted to Licensee hereunder are sublicensed.




 


	1.25	"Sublicensing Income" means income received by
    Licensee in consideration for a Sublicense or other agreement providing the right to negotiate or obtain a Sublicense. Sublicensing
    Income includes income received from Sublicensees in consideration for the sublicensed Regents' Patent Rights in the form
    of license issue fees, milestone payments, and the like but specifically excludes royalties on the sale or distribution of
    Licensed Products or the practice of Licensed Methods. Not included in the definition of Sublicensing Income is income received
    by Licensee as payment or reimbursement for research costs at fair market value applied to the licensed Invention and conducted
    by or for Licensee, including costs of materials, equipment or clinical testing.




 


	1.26	"Valid Claim" means (i) a claim of an issued patent
    that has not expired or been held unenforceable or invalid by a final judgment or decision of a court or other government
    agency of competent jurisdiction from which no appeal has been or can be taken, and which has not been admitted to be invalid
    or unenforceable through reissue, disclaimer or the like, or (ii) a claim of a pending patent application that has not been
    abandoned or finally rejected without the possibility of appeal or re-filing. For purposes of clarity, both (i) and (ii) are
    Valid Claims for purposes of this Agreement.




 


2.
GRANT


 


	2.1	License. Subject to the limitations set forth in
    this Agreement, The Regents hereby grants to Licensee an exclusive license (the "License") under Regents'
    Patent Rights, in jurisdictions where Regents' Patent Rights exist, to make, have made, use, sell, offer for sale and import
    Licensed Products and to practice Licensed Methods in the Field of Use to the extent permitted by law. Licensee will not make,
    use, have made, sell, offer for sale, or import Licensed Products outside the Field of Use. For the avoidance of doubt, Affiliates
    and Joint Ventures have no rights hereunder unless granted a Sublicense.




 


	2.2	Copyright License. Subject to the limitations set
    forth in this Agreement, The Regents' hereby grants to Licensee a non-exclusive license (the "Copyright License")
    under Regents' Copyright Rights, in jurisdictions where Regents' Copyright Rights exist, to use, produce, copy, reproduce,
    display, create derivative works of, perform, and distribute the Licensed Copyright Products in the Field of Use to the extent
    permitted by law. The Licensee will not use, produce, copy, reproduce, display, distribute, create derivative works of, or
    perform the Licensed Copyright Products outside the Field of Use.




 






    	4



    	 



    

 


	2.3	The License is subject to all the applicable provisions of any
    license to the United States Government executed by The Regents and is subject to any overriding obligations to the United
    States Federal Government under 35 U.S.C. §§200-212, applicable governmental implementing regulations, and the U.S.
    Government sponsored research agreement or other guidelines.




 


	2.4	The Regents expressly reserves the right to: (a) use Regents' Patent
    Rights and Regents' Copyright Rights and associated technology for educational and research purposes, clinical research, and
    research sponsored by commercial entities, (b) publicly disclose research results, and (c) allow other non-profit institutions
    to use Regents' Patent Rights, Regents' Copyright Rights, and associated technology for the same purposes as all of the foregoing




 


	2.5	The Agreement will terminate immediately if Licensee files a claim
    including in any way the assertion that any portion of Regents' Patent Rights or Regents' Copyright Rights is invalid or unenforceable
    where the filing is by Licensee, a third party on behalf of Licensee, or a third party at the written urging of, or with the
    assistance of, the Licensee.




 


3.
SUBLICENSES


 


	3.1	The Regents grants to Licensee the right to sublicense Regents'
    Patent Rights granted to Licensee hereunder ("Sublicenses"). All Sublicenses will: (i) be issued in writing,
    (ii) include an express prohibition against issuing further sublicenses under any or all of Regents' Patent Rights and (iii)
    to the extent applicable include all of the rights of The Regents and require the performance of obligations due to The Regents
    (and, if applicable, the U.S. Government under 35 U.S. C. §§201-212) contained in this Agreement. For the purposes
    of this Agreement, operations of Sublicensees are deemed to be the operations of Licensee, for which Licensee is responsible.




 


	3.2	Licensee must pay to The Regents a percentage of all Sublicensing
    Income as set forth below.




 


	 	3.2a	Twenty-five percent (25%) of all Sublicensing Income executed prior
    to submitting a PMA or 510(k) application for a Licensed Product to the FDA.




 


	 	3.2b	Fifteen percent (15%) of all Sublicensing Income executed after
    submitting a PMA or 510(k) application for a Licensed Product to the FDA but before receiving FDA approval to market and sell
    such Licensed Product.




 


	 	3.2c	Ten percent (10%) of all Sublicensing Income executed after receiving
    FDA approval to market and sell a Licensed Product.




 


Licensee
must pay such Sublicensing Income to The Regents on or before the following dates:


 


		●	February
                                         28 (for Sublicensing Income received by Licensee on or before the last day of the calendar
                                         quarter ending December 31 of the prior year);






		●	May
                                         31 (for Sublicensing Income received by Licensee on or before the last day of the calendar
                                         quarter ending March 31);






		●	August
                                         31 (for Sublicensing Income received by Licensee on or before the last day of the calendar
                                         quarter ending June 30); and






		●	November
                                         30 (for Sublicensing Income received by Licensee on or before the last day of the calendar
                                         quarter ending September 30).



 




    	5



    	 



    

	3.3	On Net Sales of Licensed Products sold or disposed of by a Sublicensee,
    Licensee must pay to The Regents an earned royalty in accordance with Article 5 (ROYALTIES) as if these were Licensee's Net
    Sales. Any royalties received by Licensee in excess of royalties due to The Regents under this Paragraph 3.3 belong to Licensee.




 


	3.4	Licensee must provide to The Regents a copy of each Sublicense
    within thirty (30) days of execution and is prohibited from entering into any Side Deal with a third party where such Side
    Deal intentionally dilutes, diverts, conceals or misrepresents the amount of consideration paid to the Licensee in consideration
    for a Sublicense.




 


	3.5	Licensee will require that each Sublicensee provide Licensee with
    reports that are sufficiently detailed to establish all amounts due to The Regents under this Agreement. Licensee will provide
    a copy of all such information submitted to Licensee by Sublicensees relevant to the computation of the payments due to The
    Regents under this Agreement within thirty (30) days after receipt of such information from such Sublicensee.




 


	3.6	If this Agreement is terminated for any reason, at the option of
    The Regents all outstanding Sublicenses not in default will be assigned by Licensee to The Regents. Prior to any such assignment
    such Sublicensees shall furnish to The Regents the completed licensee contact information form attached hereto as "APPENDIX
    D" and incorporated herein by this reference. In the alternative, The Regents may direct that such outstanding Sublicenses
    be terminated. The assigned Sublicenses will remain in full force and effect with The Regents as the licensor or sublicensor
    instead of Licensee, but the duties of The Regents under the assigned Sublicenses will not be greater than the duties of The
    Regents under this Agreement, and the rights of The Regents under the assigned Sublicenses will not be less than the rights
    of The Regents under this Agreement, including all financial consideration and other rights of The Regents. The Regents may,
    at The Regents' sole discretion, amend such outstanding Sublicenses to contain the terms and conditions found in this Agreement.




 


4.
FEES


 


	4.1	As partial consideration for the License, Licensee
will pay to The Regents a license issue fee of Twenty Thousand Dollars ($20,000.00) payable
as follows:








 


		(i)	Ten Thousand Dollars ($10,000.00) within thirty (30) days of the Effective Date










		(ii)	Ten Thousand Dollars ($10,000.00) within one hundred and twenty (120) days of the Effective Date.







 


For accounting purposes
by The Regents, One Thousand Dollars ($1,000.00) of the license issue fee will be attributable to Regents' Copyright Rights. The
license issue fee is non-refundable and is not an advance against royalties.


 


	4.2	For each Licensed Product reaching the milestones indicated below,
    Licensee must make the following payments ("Milestone Payments") to The Regents within thirty (30) days of reaching
    such milestone. For purposes of clarity such Milestone Payments are due from Licensee irrespective of whether the associated
    milestone listed below was reached by Licensee itself or a third party acting on Licensee's behalf or by a Sublicensee, Joint
    Venture or Affiliate.




 


	 	4.2a	One Hundred and Forty Thousand Dollars ($140,000.00) upon
        the first to occur:








 


		 	(i)	Receipt
                                         of a letter of approval or clearance for a 510(k) or PMA application for a Licensed Product
                                         in the U.S.






		 	(ii)	Receipt
                                         of Marketing Approval in Europe or any individual European country for a Licensed Product.



 






    	6



    	 



    

 


For
accounting purposes by The Regents, all Milestone Payments will be attributable solely to Regents' Patent Rights.


 


	4.3	Licensee must pay to The Regents the license maintenance fee ("License
    Maintenance Fee") set forth below beginning on the one-year anniversary date of the Effective Date of this
    Agreement and continuing annually on each anniversary date of the Effective Date.




 


	 	Anniversary
    Date of the Agreement Effective Date 	 	License
    Maintenance Fee
	 	 	 	 
	 	One-year
    anniversary date	 	Two
    thousand five hundred dollars ($2,500)
	 	Two-year
    anniversary date	 	Two
    thousand five hundred dollars ($2,500)
	 	Three-year
    anniversary date	 	Five
    thousand dollars ($5,000)
	 	Fourth-year
    and each subsequent anniversary date 	 	Ten
    thousand dollars ($10,000)


 


The
maintenance fee will not be due and payable on any anniversary date of the Effective Date if on that date Licensee is commercially
selling a Licensed Product and paying an earned royalty to The Regents on the sales of that Licensed Product. The license maintenance
fees are non-refundable and are not an advance against royalties.


 


For
accounting purposes by The Regents, five (5%) percent of the License Maintenance Fee will be attributable to Regents' Copyright
Rights. For the avoidance of doubt, upon expiration or termination of Regents' Patent Rights from this Agreement, Licensee must
pay to The Regents the License Maintenance Fee in full on the anniversary of the Effective Date as set forth above if Licensee
maintains Regents' Copyright Rights as part of this Agreement.


 


5.
ROYALTIES


 


	5.1	Licensee must pay to The Regents for sales by Licensee and Sublicensees
    an earned royalty at the rate of four percent (4%) of Net Sales of Licensed Products ("Earned Royalty").
    This Earned Royalty will accrue for the duration of this Agreement.




 


For
accounting purposes by The Regents, no Earned Royalty will be payable on Licensed Copyright Products.


 


	5.2	Licensee must pay Earned Royalties owed to The Regents on a quarterly
    basis. Licensee must pay such Earned Royalties on or before the following dates:




 


		●	February
                                         28 (for any Final Sales that took place on or before the last day of the calendar quarter
                                         ending December 31 of the prior year);



		●	May
                                         31 (for any Final Sales that took place on or before the last day of the calendar quarter
                                         ending March 31);



		●	August
                                         31 (for any Final Sales that took place on or before the last day of the calendar quarter
                                         ending June 30); and



		●	November
                                         30 (for any Final Sales that took place on or before the last day of the calendar quarter
                                         ending September 30).



 






    	7



    	 



    

 








	5.3	Licensee must pay to The Regents the following minimum annual royalties
    (referred to below as "Minimum Annual Royalty") during each of the following calendar years (measured relative
    to the calendar year in which there was a First Commercial Sale, and referred to below as "Calendar Years after FCS")
    for the life of this Agreement:


 


	 	Calendar
    Years after FCS	 	Minimum
    Annual Royalty
	 	 	 	 
	 	First	 	Twenty
    Thousand Dollars ($20,000)
	 	Second	 	Eighty
    Thousand Dollars ($80,000)
	 	Third
    and fourth year	 	One
    Hundred and Forty Thousand Dollars ($140,000)
	 	Fifth
    and each subsequent year	 	Three
    Hundred Thousand Dollars ($300,000)


 


Licensee
must pay the Minimum Annual Royalty for a given Calendar Year after FCS to The Regents on or before February 28 of such Calendar
Year after FCS. The Minimum Annual Royalty for a given Calendar Year after FCS will be credited against the Earned Royalty due
and owing with respect to Net Sales made during the calendar year in which such Minimum Annual Royalty was paid. By way of example,
if FCS took place on February 1, 2008, the first Calendar Year After FCS would be 2009 and the Minimum Annual Royalty would be
due on or before February 28, 2009.


 


	5.4	All monies due The Regents must be paid in United States funds.
    With respect to sales of Licensed Products in a currency other than United States Dollars, the royalties due The Regents will
    first be determined in the foreign currency of the country in which the Licensed Products were sold and, second, converted
    into equivalent United States Funds by using the applicable conversion rates for buying and selling United States dollars
    for such foreign currency as published by Reuters on the final business day of the quarter in which such sales were made.




 


	5.5	Any tax for the account of The Regents required to be withheld
    by Licensee under the laws of any foreign country must be promptly paid by Licensee for and on behalf of The Regents to the
    appropriate governmental authority. Licensee will use its best efforts to furnish The Regents with proof of payment of any
    tax. Licensee is responsible for all bank transfer charges. All payments made by Licensee in fulfilment of The Regents' tax
    liability in any particular country will be credited against fees or royalties due The Regents for that country.




 


	5.6	If at any time legal restrictions prevent the acquisition or prompt
    remittance of United States Dollars by Licensee with respect to any country where a Licensed Product is sold, Licensee shall
    pay royalties due to The Regents from Licensee's other sources of United States Dollars.




 


	5.7	If any patent or any claim included in Regents' Patent Rights is
    held invalid or unenforceable in a final decision by a court of competent jurisdiction from which no appeal has or can be
    taken, all obligation to pay royalties based on that patent or claim or any claim patentably indistinct from it will cease
    as of the date of that final decision. Licensee will not, however, be relieved from paying any royalties that accrued before
    that decision or that is based on another patent or claim not involved in that decision.




 


6.
DILIGENCE


 


	6.1	Upon execution of this Agreement, Licensee must earnestly and diligently
    (a) develop Licensed Products and Licensed Methods; (b) market Licensed Products and Licensed Methods; and (c) manufacture
    and sell Licensed Products and Licensed Methods in quantities sufficient to meet the market demands for them (all of the foregoing
    collectively "Commercialization"). For purposes of clarity, the requirements under the foregoing subsection
    (b) and (c) shall continue to apply after a First Commercial Sale.




 






    	8



    	 



    

 





	6.2	The Regents has the right and option to either terminate this Agreement
    or reduce Licensee's exclusive license to a nonexclusive license if Licensee fails to perform any of the terms in Paragraph
    6.1 or this Paragraph 6.2. This right, if exercised by The Regents, supersedes the rights granted in Article 2 (GRANT).




 






		6.2a	Complete
                                         construction of three (3) prototypes of a Licensed Product by May 3, 2016 where
                                         the specifications of such Licensed Product will be used as the basis for a 510(k) or
                                         PMA submission to the FDA as required under Paragraph 6.2b below.



 


		6.2b	Submit
                                         either (i) a 510(k) application to the FDA for a Licensed Product by May 3, 2017
                                         or (ii) a PMA application to the FDA for a Licensed Product by May 3, 2018.



 


		6.2c	Achieve
                                         a First Commercial Sale by (i) November 3, 2018 if a 510(k) application was submitted
                                         to the FDA un36der 6.2b above or (ii) November 3, 2019 if a PMA application was
                                         submitted to the FDA under 6.2b above.



 


	6.3	Without limiting Licensee's obligations
    under Paragraphs 6.1 and 6.2 of this Agreement, Licensee has the sole discretion for making all decisions as to how to commercialize
    any Licensed Product.




 


7.
PATENT FILING, PROSECUTION AND MAINTENANCE


 


	7.1	Patent Prosecution




 


		7.1a	Regents'
                                         Patent Rights will be held in the name of The Regents and obtained with counsel of The
                                         Regents' choice. The Regents shall control all Patent Actions and all decisions with
                                         respect to Patent Actions and will consider any comments or suggestions by Licensee with
                                         respect to Patent Actions. The Regents is entitled to take action to preserve rights
                                         and minimize costs whether or not Licensee has commented, and will use reasonable efforts
                                         to not allow any Regents' Patent Rights for which Licensee is licensed and is underwriting
                                         the costs of to lapse or become abandoned without Licensee's written authorization under
                                         this Article 7, except for the filing of continuations, divisionals, or the like that
                                         substitute for the lapsed application. The Regents shall have no requirement to file,
                                         prosecute, or maintain Regents' Patent Rights if Licensee is not current with its Patent
                                         Cost obligations as set forth in this Article 7.



 


		7.1b	The
                                         Regents will provide Licensee with copies of each patent application, office action,
                                         response to office action, request for terminal disclaimer, and request for reissue or
                                         reexamination of any patent or patent application under Regents' Patent Rights.



 


		7.1c	Licensee
                                         has the right to request Patent Actions via a written request to The Regents ninety (90)
                                         days prior to the deadline set by the patent office in the territory such Patent Action
                                         is to take place in (a "Patent Prosecution Request"). The absence of
                                         a given Patent Prosecution Request by such deadline will be considered an election not
                                         to secure the patent rights associated with the specific phase of patent prosecution
                                         in such territory, and such patent application(s) and patent(s) will not be part of Regents'
                                         Patent Rights and therefore not subject to this Agreement, and Licensee will have no
                                         further rights or license to them. The Regents will have the right to file patent applications
                                         at its own expense in any territory which Licensee has not identified in written notice
                                         pursuant to this Paragraph 7.1 and such patent application(s) and patent(s) will not
                                         be part of Regents' Patent Rights and therefore not subject to this Agreement, and Licensee
                                         will have no further rights or license to them.



 


	7.2	Past Patent Costs




 


Licensee
will bear all Patent Costs incurred prior to the term of this Agreement ("Past Patent Costs"). Licensee must
send payment for such Past Patent Costs to The Regents within thirty (30) days of Licensee's receipt of an invoice for these costs.


 


	7.3	Ongoing Patent Costs




 


Licensee
will bear all Patent Costs incurred during the term of this Agreement ("Ongoing Patent Costs") and shall pay
in advance The Regents' patent counsel's estimated costs for undertaking a Patent Action before The Regents authorizes its patent
counsel to proceed ("Advanced Payment"). Fees and expenses that are due to incidentals (for example photocopy
charges or long distance phone charges) are not included within such estimate unless expressly so stated, nor is Licensee's interaction
with The Regents' counsel such as by phone calls, e-mails, and in person meetings. The absence of this Advanced Payment will be
considered an election not to secure the patent rights associated with the specific phase of patent prosecution in such territory,
and such patent application(s) and patent(s) will not be part of Regents' Patent Rights and therefore not subject to this Agreement,
and Licensee will have no further rights or license to them.


 






    	9



    	 



    

 


	7.4	Termination of Patent Prosecution by Licensee




 


Licensee
may terminate its obligations with respect to any or all of Regents' Patent Rights by providing written notice to The Regents
("Patent Termination Notice"). Termination of Licensee's obligations with respect to such patent application
or patent will be effective two (2) months after receipt of such Patent Termination Notice by The Regents. The Regents will use
reasonable efforts to curtail Patent Costs chargeable to Licensee under this Agreement after this Patent Termination Notice is
received by The Regents. The Regents may continue prosecution or maintenance of these application(s) or patent(s) at its sole
discretion and expense during the two months after receipt of Patent Termination Notice, and such application(s) and patent(s)
will not be part of Regents' Patent Rights and therefore not subject to this Agreement, and Licensee will have no rights or license
to them.


 


	7.5	Licensee will bear all costs incurred prior to and during
    the term of this Agreement in the preparation and filing, of copyright registration in Regents' Copyright Rights, should registration
    be filed. Licensee must send payment to The Regents within thirty (30) days of Licensee's receipt of an invoice for such costs.




 


8.
PATENT INFRINGEMENT


 


	8.1	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 Licensee learns of infringement of
    potential commercial significance of any patent or copyright licensed under this Agreement, the knowledgeable party will provide
    the other with (i) written notice of such infringement and (ii) evidence of such infringement available to it (the "Infringement
    Notice"). During the period in which, and in the jurisdiction where, Licensee has exclusive rights under this Agreement,
    neither The Regents nor Licensee will notify a third party (including the infringer) of infringement or put such third party
    on notice of the existence of any Regents' Patent Rights or Regents' Copyright Rights without first obtaining the written
    consent of the other. If Licensee puts such infringer on notice of the existence of any Regents' Patent Rights with respect
    to such infringement 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 8.2 below will terminate immediately without the obligation of The Regents to provide notice to Licensee. Both The
    Regents and Licensee will use their diligent efforts to cooperate with each other to terminate such infringement without litigation.




 


	8.2	If infringing activity of potential commercial significance by
    the infringer has not been abated within ninety (90) days following the date the Infringement Notice takes effect, then Licensee
    may institute suit for patent infringement against the infringer. The Regents may voluntarily join such suit at its own expense,
    but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Licensee's
    suit or any judgment rendered in the suit. Licensee may not join The Regents in a suit initiated by Licensee without The Regents'
    prior written consent. If, in a suit initiated by Licensee, The Regents is involuntarily joined other than by Licensee, then
    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.




 




    	10



    	 



    

	8.3	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 been
    abated and if Licensee has not brought suit against the infringer, then The Regents may institute suit for patent infringement
    against the infringer. If The Regents institutes such suit, then Licensee may not join such suit without The Regents' consent
    and may not thereafter commence suit against the infringer for acts of infringement that are subject to The Regents' suit
    or any judgment rendered in that suit.




 


	8.4	Any recovery or settlement received in connection with any suit
    will first be shared by The Regents and Licensee equally to cover any litigation costs each incurred and next shall be paid
    to The Regents or Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. In any
    suit initiated by Licensee, any recovery in excess of litigation costs will be shared between Licensee and The Regents as
    follows:




 


	 	(a)	for any recovery other than amounts paid for willful infringement:




 


		(i)	The
                                         Regents will receive fifteen percent (15%) of the recovery if The Regents was not a party
                                         in the litigation and did not incur any litigation costs;



 


		(ii)	The
                                         Regents will receive twenty-five percent (25%) if The Regents was a party in the litigation
                                         but did not incur any litigation costs; and



 


		(iii)	The
                                         Regents will receive fifty percent (50%) of the recovery if The Regents incurred any
                                         litigation costs.



 


	 	(b)	for any recovery for willful infringement, The Regents will receive
    fifty percent (50%) of the recovery.




 


In
any suit initiated by The Regents, any recovery in excess of litigation costs will belong to The Regents. The Regents and Licensee
agree to be bound by all final and non-appealable 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 8 (PATENT INFRINGEMENT).


 


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




 


	8.6	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).




 


	8.7	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 Licensee.




 


9.
PROGRESS AND ROYALTY REPORTS


 


	9.1	Beginning January 31, 2015, and for the term of this Agreement,
    Licensee must submit to The Regents semiannual progress reports covering Licensee's (and any Affiliates', Joint Ventures',
    and Sublicensees') activities related to the development and testing of all Licensed Products and the obtaining of the governmental
    approvals necessary for marketing.




 






    	11



    	 



    

 





	9.2	Each progress report must include all of the following for each
    semiannual period:








 





	 	9.2a	Summary of work completed.




	 	9.2b	Key scientific discoveries.




	 	9.2c	Summary of work in progress.




	 	9.2d	Current schedule of anticipated events or milestones.




	 	9.2e	Market plans for introduction of Licensed Products.




	 	9.2f	A summary of resources (dollar value) spent in the reporting period.




	 	9.2g	An updated listing of any and all Sublicenses granted by Licensee
    or any Sublicensees.




	 	9.2h	The names and addresses of all Sublicensees, and a current and
    valid phone number and e-mail address for a principal point of contact at each such Sublicensee who is responsible for administering
    the Sublicense.




	 	9.2i	Number of company employees.




 


	9.3	After the First Commercial Sale of each Licensed Product, Licensee
    must submit quarterly royalty reports to The Regents by February 28, May 31, August 31 and November 30 of each year (i.e.,
    within sixty (60) days from the end of each calendar quarter). Licensee will state in its royalty report if it had no sales
    of any Licensed Product in the applicable quarter. Each royalty report must cover Licensee's and all Sublicensees' activities
    for most recently completed calendar quarter and shall include the completed Royalty Statement attached hereto as "APPENDIX
    C" and incorporated herein by this reference, showing:




 


	 	9.3a	Number of each Licensed Product sold
    by Licensee and any Sublicensees and the corresponding commercial name of each such Licensed Product;




		9.3b	Gross
                                         sales, Final Sales and Net Sales of each Licensed Product made by Licensee and any Sublicensees;



	 	9.3c	Earned Royalties payable to The Regents;




	 	9.3d	The method and currency exchange rates (if any) used to calculate
    the Earned Royalty based on Net Sales;




	 	9.3e	A specification of all deductions and their dollar value that were
    taken to arrive at Net Sales;




	 	9.3f	A list of all countries in which Licensed Products are being manufactured;
    and




	 	9.3g	Date of First Commercial Sale (this need only be reported in the
    first royalty report following such First Commercial Sale).




 


	9.4	The Regents shall have the right to terminate this Agreement in
    accordance with Article 12 (TERMINATION BY THE REGENTS) if Licensee does not provide progress reports and royalty reports
    in accordance with this Article 9.




 


	9.5	Because of the provisions under 35 U.S.C. §41(h), Licensee
    must notify The Regents if Licensee or any of its Sublicensees ceases to be a small entity (as defined by the United States
    Patent and Trademark Office).




 


10.
BOOKS AND RECORDS


 


	10.1	Licensee must keep accurate books and records of all Licensed Products
    developed, manufactured, used or sold and all Sublicenses, collaboration agreements and joint venture agreements entered into
    by Licensee that involve Regents' Patent Rights or Regents' Copyright Rights. Licensee must preserve these books and records
    for at least five (5) years from the date of the royalty payment to which they pertain. These books and records will be open
    to examination by representatives or agents of The Regents during regular office hours to determine their accuracy and assess
    Licensee's compliance with the terms of this Agreement. Licensee will pay fees and expenses of these inspections if an underpayment
    of more than five percent (5%) of the total payments due The Regents within a given year under this Agreement is discovered
    or any material term of this Agreement is discovered to have been breached, otherwise The Regents will pay the fees and expenses
    of inspections. Payment owed by Licensee hereunder for underpayment of royalties will be due within thirty (30) days of the
    examination result and payment by Licensee for any examination costs incurred by The Regents will be due within thirty (30)
    days from the date of The Regents' invoice.




 






    	12



    	 



    

 


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 is in force from the Effective
    Date recited on page one and remains in effect for the life of the last-to-expire patent or last to be abandoned patent application
    in Regents' Patent Rights, whichever is later, or the life of the term of protection provided by Regents' Copyright Rights,
    whichever is later.




 


	11.2	Upon termination of this Agreement, Licensee
    will have no further right to make, have made, use or sell any Licensed Product or Licensed Copyright Products except as provided
    in Article 14 (DISPOSITION OF LICENSED PRODUCTS ON HAND UPON TERMINATION).




 


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




 


	 	Article
    1 	DEFINITIONS;
	 	Paragraph
    3.6	Survival
    of Sublicenses;
	 	Article
    10 	BOOKS
    AND RECORDS;
	 	Article
    14 	DISPOSITION
    OF LICENSED PRODUCTS ON HAND UPON TERMINATION;
	 	Article
    16 	USE
    OF NAMES AND TRADEMARKS;
	 	Article
    17 	LIMITED
    WARRANTY;
	 	Article
    18 	INDEMNIFICATION;
	 	Article
    19 	LIMITATION
    OF LIABILITY;
	 	Article
    24 	FAILURE
    TO PERFORM;
	 	Article
    25 	GOVERNING
    LAWS; and
	 	Article
    30	CONFIDENTIALITY.


 


12.
TERMINATION BY THE REGENTS


 


	12.1	If Licensee violates or fails to perform any material term of this
    Agreement, then The Regents may give written notice of the default ("Notice of Default") to Licensee. If
    Licensee does not repair the default within sixty (60) days after the effective date of the Notice of Default ("Period
    to Cure"), then The Regents has the right to terminate this Agreement and the License by a second written notice
    ("Notice of Termination") to Licensee. If The Regents sends a Notice of Termination to Licensee, then this
    Agreement automatically terminates on the effective date of this notice. Termination does not relieve Licensee of its obligation
    to pay any monies owed at the time of the Termination Effective Date, and does not impair any accrued right of The Regents.




 


13.
TERMINATION BY LICENSEE


 


	13.1	Licensee has the right at any time to terminate this Agreement
    in whole or with respect to any portion of Regents' Patent Rights or Regents' Copyright Rights by giving written notice to
    The Regents. This notice of termination will be subject to Article 20 (NOTICES) and will be effective ninety (90) days after
    the effective date of the notice ("Termination Effective Date").




 






    	13



    	 



    

 


	13.2	Any termination in accordance with Paragraph 13.1 does not relieve
    Licensee of any obligation or liability accrued prior to termination. Nor does termination rescind anything done by Licensee
    or any payments made to The Regents prior to the effective date of termination. Termination does not affect in any manner
    any rights of The Regents arising under this Agreement prior to termination.




 


14.
DISPOSITION OF LICENSED PRODUCTS

ON HAND UPON TERMINATION


 


	14.1	Upon termination of this Agreement by Licensee, Licensee may continue
    to sell any previously made Licensed Products during the one hundred eighty (180) days following the Termination Effective
    Date.




 


	14.2	Upon termination of this Agreement by The Regents for (i) failure
    to pay patent costs per the terms of this Agreement, or (ii) failure to provide progress or royalty reports in the form and
    at the times specified in this Agreement, Licensee may continue to sell all previously made Licensed Products during the one
    hundred eighty (180) days following the effective date of the Notice of Termination. Licensee will not have this right if
    this Agreement is terminated for any other causes.




 


	14.3	Licensee must submit royalty reports on the sale of Licensed Products
    allowed under this Article 14 in accordance with Article 9 (PROGRESS AND ROYALTY REPORTS) and must pay royalties on such sales
    at the same rate and at the same time provided in this Agreement for royalties on sales of Licensed Products made during the
    term of this Agreement.




 


	14.4	Except as set forth in this Article 14, Licensee will not otherwise
    make, sell, offer for sale, or import Licensed Products after termination of this Agreement by Licensee or The Regents.




 


	14.5	Except as set forth in this Article 14, Licensee will not otherwise
    use, produce, copy, reproduce, display, create derivative works of, perform, and distribute the Licensed Copyright Products
    after termination of this Agreement by Licensee or The Regents.




 


15.
PATENT AND COPYRIGHT MARKING


 


	15.1	Licensee must mark all Licensed Products made, used or sold under
    the terms of this Agreement, or their containers, in accordance with the applicable patent marking laws. Licensee shall be
    responsible for all monetary and legal liabilities arising from or caused by (i) failure to abide by applicable patent marking
    laws and (ii) any type of incorrect or improper patent marking.




 


	15.2	Licensee must mark all Licensed Copyright Products with the following
    mark © 2013 The Regents of The University of California. All Rights Reserved. DO NOT COPY.




 


16.
USE OF NAMES AND TRADEMARKS


 


	16.1	Licensee will not use any name, trade name, trademark or other
    designation of The Regents' or its employees (including contraction, abbreviation or simulation of any of the foregoing) in
    advertising, publicity or other promotional activity. Unless required by law, Licensee is expressly prohibited from using
    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 activity, without written permission of The Regents.




 






    	14



    	 



    

 


17.
LIMITED WARRANTY


 


	17.1	The Regents warrants that it has the lawful right to grant this
    license to Licensee.




 


	17.2	This License and the associated Invention
    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 ANY LICENSED PRODUCT OR LICENSED COPYRIGHT PRODUCT WILL NOT
    INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT.




 


	17.3	Nothing in this Agreement will be construed
    as:




 


		17.3a	A
                                         warranty or representation by The Regents as to the validity or scope of any Regents'
                                         Patent Rights or Regents' Copyright Rights.



 


		17.3b	A
                                         warranty or representation that anything made, used, sold or otherwise disposed of under
                                         any license granted in this Agreement is or will be free from infringement of patents,
                                         copyrights, trademarks or any other forms of intellectual property rights or tangible
                                         property rights of third parties.



 


		17.3c	Obligating
                                         The Regents to bring or prosecute actions or suits against third parties for patent,
                                         copyright or trademark infringement except as provided in Article 8 (PATENT INFRINGEMENT).



 


		17.3d	Conferring
                                         by implication, estoppel or otherwise any license or rights under any patents of The
                                         Regents other than Regents' Patent Rights as defined herein, regardless of whether such
                                         patents are dominant or subordinate to Regents' Patent Rights.



 


		17.3e	Obligating
                                         The Regents to furnish any know-how not provided in Regents' Patent Rights or Regents'
                                         Copyright Rights.



 


18.
INDEMNIFICATION


 


	18.1	Licensee will, and will require its Sublicensees
    to, indemnify, hold harmless and defend The Regents, The Regents' officers, employees, and agents, the sponsors of the research
    that led to the Invention, the inventors of the patents and patent applications in Regents' Patent Rights and the authors
    of work in Regents' Copyright Rights and their respective employers from and against any and all liability, claims, suits,
    losses, damages, costs, fees and expenses resulting from or arising out of exercise of this license or any Sublicense. Indemnification
    includes but is not limited to products 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 Licensee to defend The Regents in accordance
    with this Paragraph 18.1, then The Regents may retain counsel of its choice to represent it, and Licensee will pay all expenses
    for such representation.




 


	18.2	Licensee,
    at its sole cost and expense, must insure its activities in connection with this Agreement and obtain, keep in force and maintain
    Comprehensive or Commercial Form General Liability Insurance (contractual liability included) with limits as follows:




 





	 	18.2a	Each
    occurrence	 	$	500,000	 
	 	18.2b	Products/completed
    operations aggregate	 	$	1,000,000	 
	 	18.2c	Personal
    and advertising injury	 	$	500,000	 
	 	18.2d	General aggregate
    (commercial form only)	 	$	1,000,000	 













 



    	15



    	 



    

 


Notwithstanding
the foregoing, no later than sixty (60) days before the first use of any Licensed Product or Licensed Method in or on a human,
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 Comprehensive or Commercial Form General Liability Insurance (contractual liability included) with
limits as follows:


 





	 	18.2e	Each
    occurrence	 	$	2,000,000	 
	 	18.2f	Products/completed
    operations aggregate	 	$	5,000,000	 
	 	18.2g	Personal
    and advertising injury	 	$	1,000,000	 
	 	18.2h	General aggregate
    (commercial form only)	 	$	5,000,000	 













  


Notwithstanding
the foregoing, no later than sixty (60) days before the anticipated date of market introduction of any Licensed Product or Licensed
Method, 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 Comprehensive or Commercial Form General Liability Insurance (contractual liability included)
with limits as follows:


 





	 	18.2i	Each
    occurrence	 	$	5,000,000	 
	 	18.2j	Products/completed
    operations aggregate	 	$	10,000,000	 
	 	18.2k	Personal
    and advertising injury	 	$	5,000,000	 
	 	18.21	General aggregate
    (commercial form only)	 	$	10,000,000	 













  


	18.3	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.




 


	18.4	Licensee will obtain, keep in force and maintain Worker's Compensation
    Insurance as legally required in the jurisdiction in which Licensee is doing business.




 


	18.5	Licensee expressly understands, however, that the coverages and
    limits in Paragraph 18.2 do not in any way limit Licensee's liability or indemnification obligations. Licensee's insurance
    must:




 


	 	18.5a	Provide for thirty (30) day advance written notice to The Regents
    of any modification.




 


	 	18.5b	State that The Regents of the University
    of California is endorsed as an additional insured under the coverages listed in Paragraph 18.2.




 


	 	18.5c	Include a provision that the coverages
    will be primary and will not participate with nor will be excess over any valid and collective insurance or program of self-insurance
    carried or maintained by The Regents.




 


	18.6	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 18 (INDEMNIFICATION).
    To the extent that The Regents elect to permit Licensee authority to defend or settle such claim or suit, Licensee may not
    admit liability or wrongdoing on the part of The Regents without The Regents' prior express written consent. Licensee shall
    keep The Regents informed on a current basis of its defense of any claims under this Article 18 (INDEMNIFICATION).




 


	18.7	Licensee must furnish The Regents with (i) valid certificates of
    insurance evidencing compliance with all requirements of this Agreement and (ii) additional insured endorsements for Licensee's
    applicable policies of insurance naming "The Regents of the University of California" as an additional insured.
    Per occurrence forms, including ISO Form CG or its equivalent, are acceptable additional insured endorsement forms. Naming
    The Regents as an additional insured on the certificates of insurance alone shall not be considered as compliance with The
    Regents' insurance requirements. Licensee must furnish both such documents within thirty (30) days of the execution of the
    Agreement and once per year thereafter for the duration of this Agreement. The Regents has the right to terminate this Agreement
    in accordance with Article 12 (TERMINATION BY THE REGENTS) should Licensee fail to provide items (i) and (ii) by the dates
    set forth above.




 






    	16



    	 



    

 


19.
LIMITATION OF LIABILITY


 


	19.1	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 ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, SUBLICENSEES,
    JOINT VENTURES, AFFILIATES OR DEVELOPMENT PARTNERS 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. THE REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, SUBLICENSEES,
    JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS OR COPYRIGHT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED
    BY THE REGENTS' INVENTORS TO THIRD PARTIES.




 


20.
NOTICES



 


	20.1	Any notice, progress report, royalty report or payment (except
    for Advanced Payments due under this Agreement) required to be given to either party must be sent to the respective address
    given below and is effective: (a) on the date of delivery if delivered in person, (b) five (5) days after mailing if mailed
    by first-class certified mail, postage paid, or (c) on the next business day if sent by overnight delivery. Either party may
    change its designated address by written notice.




 


	 	For
                                         Licensee:

         

         
	Innovation
                                         Economy Corporation 

                                         1650 Spruce Street, Suite No. 500 

                                         Riverside, CA 92507

         

        Attention:
        Stephen F Abbott

         

        The
        Regents of the University of California 

        University
        of California, Los Angeles 

        Office
        of Intellectual Property 

        11000
        Kinross Avenue, Suite 200 

        Los
        Angeles, CA 90095-1406

         

	 	For
    The Regents:	Attention:
                                         Director of Licensing

        Ref:
        UC Case Nos. 2013-781, 2015-185



 


All
Advanced Payments due under this Agreement shall be sent via wire transfer as follows. In order to ensure that funds are properly
credited to your account, please reference invoice number or U. C. Control Number on all wire transfers.


 


	 	 	Bank
    of America
	 	 	100
    West 33rd Street
	 	 	New
    York, NY 10001
	 	 	Attn:
    OTT Depository Account No.1233717062
	 	 	ABA
    Transit Routing Number: 121000358
	 	 	Beneficiary
    Name: Regents of the University of California
	 	 	SWIFT
    Code: B of A US3N


 






    	17



    	 



    

 


	20.2	Licensee shall furnish to The Regents the completed licensee contact
    information form attached hereto as "APPENDIX D" concurrent to execution of the Agreement and incorporated
    herein by this reference, showing:




 


	 	20.2a	The Progress Reports Contact (i.e. the contact responsible for
    ensuring that such progress reports are submitted to The Regents);




 


	 	20.2b	The Patent Prosecution Contact to whom
    patent prosecution correspondence should be sent to; and




 


	 	20.2c	The Financial Contact (i.e. the contact responsible for ensuring
    that payments are made under this Agreement to The Regents).




 


21.
ASSIGNABILITY


 


	21.1	Consent to Assign




 


This
Agreement is binding upon and inures to the benefit of The Regents, its successors and assignees. This Agreement is personal to
Licensee and assignable by Licensee only with the prior written consent of The Regents. The consent of The Regents will not be
required if the assignment of this Agreement is in conjunction with the transfer of all or substantially all of the business of
Licensee to which this license relates to either (a) a non-Affiliate third party or (b) an Affiliate after Licensee has already
received at least one million dollars ($1,000,000) of capital from one or more third parties.


 


Conditions
of Assignment


 


No
later than thirty (30) days prior to any assignment of this Agreement all of the following terms and conditions shall be met and
if they are not then this Agreement and any assignment thereof will be considered null and void with no further notice from The
Regents.


 


		(i)	Licensee
                                         shall inform The Regents in writing of the identity of the proposed acquirer or successor
                                         entity and shall provide updated contact information in writing to The Regents for such
                                         acquirer or successor entity by updating and submitting in writing to The Regents Appendix
                                         D of this Agreement;



 


		(ii)	The
                                         proposed acquirer or successor entity shall agree in writing to be bound by all the terms
                                         and conditions of this Agreement as if such acquirer or successor entity were the original
                                         Licensee and a copy of such written agreement shall be provided to The Regents by Licensee
                                         or the proposed acquirer or successor entity;



 


		(iii)	The
                                         proposed acquirer or successor entity shall provide a written statement to The Regents
                                         that they assume responsibility for any and all liabilities that arose under this Agreement
                                         prior to the effective date of the proposed assignment of this Agreement.



 


22.
LATE PAYMENTS


 


	22.1	For each royalty payment or fee not received by The Regents when
    due, Licensee must pay to The Regents a simple interest charge of ten percent (10%) per annum to be calculated from the date
    payment was due until it was actually received by The Regents. For purposes of clarity, this Article 22 (LATE PAYMENTS) does
    not limit any rights of The Regents under this Agreement arising from the failure by Licensee to make such payments when due.




 




    	18



    	 



    

 


23.
WAIVER


 


	23.1	The waiver of any breach of any term of this Agreement does not
    waive any other breach of that or any other term.




 


24.
FAILURE TO PERFORM


 


	24.1	If either party takes legal action against the other because of
    a 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 LAW


 


	25.1	THIS AGREEMENT IS TO BE INTERPRETED
    AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, 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.




 


26.
GOVERNMENT APPROVAL OR REGISTRATION


 


	26.1	If this Agreement or any associated transaction is required by
    the law of any nation to be either approved or registered with any governmental agency, Licensee will assume all legal obligations
    to do so. 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. 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.




 


27.
COMPLIANCE WITH LAWS



 


	27.1	Licensee will comply with all applicable laws and regulations in
    performing its obligations hereunder and in its use, manufacture, offer for sale, sale or import of Licensed Products, Licensed
    Copyright Products, or practice of Licensed Methods, including, but not limited to, obtaining and maintaining all necessary
    governmental approvals for the commercialization of Licensed Products, Licensed Copyright Products, and Licensed Methods.
    Licensee will observe all applicable United States and foreign laws with respect to the transfer of Licensed Products, Licensed
    Copyright Products, and related technical data and the provision of services using Licensed Methods to foreign countries,
    including and without limitation, the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations.
    Licensee will manufacture Licensed Products, Licensed Copyright Products, and practice the Licensed Methods in compliance
    with all applicable government importation laws and regulations of a country into which Licensed Products or Licensed Copyright
    Products are imported.




 


28.
INTENTIONALLY DELETED



 






    	19



    	 



    

 


29.
FORCE MAJEURE



 


	29.1	Except for 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 that render their performance impossible or onerous, including, but not limited to: accidents (environment,
    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.




 


	29.2	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 29.1 for a period of one (1) year.




 


30.
CONFIDENTIALITY


 


	30.1	If either party discloses confidential information to the other
    party, the disclosing party will designate this information as confidential by appropriate legend or instruction and the receiving
    party will:




 


	 	30.1a	Use the same degree of care to maintain
    the secrecy of the confidential information as it uses to maintain the secrecy of its own information of like kind.




 


	 	30.1b	Use the confidential information only
    to accomplish the purposes of this Agreement or for audit or management purposes.




 


	 	30.1c	Ensure that any employees, customers,
    distributors and other agents to whom the confidential information is disclosed are bound to it by similar obligations of
    confidence and to make such disclosure only as required to accomplish the purposes of this Agreement.




 


	30.2	Neither party will have any confidentiality obligation with respect
    to the confidential information belonging to or disclosed by the other party that:




 


	 	30.2a	the receiving party can demonstrate by written records was previously
    known to it;




 


	 	30.2b	the receiving party lawfully obtained from sources under no obligation
    of confidentiality;




 


	 	30.2c	is or becomes publicly available other
    than through an act or omission of the receiving party or any of its employees;




 


	 	30.2d	the receiving party independently develops
    without the use of the confidential information as demonstrated by written records; or




 


	 	30.2e	is required to be disclosed under the
    California Public Records Act, governmental audit requirement or other requirement of law.




 


	30.3	The provisions of this Article 30 (CONFIDENTIALITY) will continue
    in effect for five (5) years after expiration or termination of this Agreement.







 




    	20



    	 



    

 





	30.4	The Regents is free to release the terms and conditions of this
    Agreement to any and all of the following: (i) the Inventors, (ii) the Authors, (iii) employees of The Regents, (iv) individual
    Regents, and (v) any co-owners of the patent rights comprising Regents' Patent Rights or rights comprising Regents' Copyright
    Rights. If such release is made, then The Regents shall give notice of the confidential nature of such information.





 


	30.5	If a third party inquires whether a license to Regents' Patent
    Rights or Regents' Copyright Rights is available, then The Regents may disclose the existence of this Agreement and the extent
    of the grant in Article 2 (GRANT) and Article 3 (SUBLICENSES) to such third party, but will not disclose the name of Licensee
    or any other negotiated terms or conditions of this Agreement to such third party, except where The Regents is required to
    release information under the California Public Records Act, a governmental audit requirement or other applicable law.




 


	30.6	Licensee hereby grants permission for The Regents (including UCLA)
    to include Licensee's name and a link to Licensee's website in annual reports and websites that showcase technology transfer-related
    stories as well as links to any publicly-available news stories about Licensee on such websites.




 


31.
MISCELLANEOUS


 


	31.1	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.




 


	31.2	This Agreement is not binding upon the parties until it has been
    signed below on behalf of each party, in which event it becomes effective as of the date recited on page one.




 


	31.3	No amendment or modification of this Agreement will be valid or
    binding upon the parties unless made in writing and signed by each party.




 


	31.4	This Agreement, Appendix A (REGENTS'
    PATENT RIGHTS), and Appendix B (REGENTS' COPYRIGHT RIGHTS) 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, except for the surviving obligations of confidentiality under the Secrecy Agreement dated June 12,
    2014, and the Letter of Intent Agreement dated August 8, 2014, which continue to the extent they are not inconsistent
    with this Agreement.




 


	31.5	If any part of this Agreement is for
    any reason found to be unenforceable, all other parts nevertheless remain enforceable as long as a party's rights under this
    Agreement are not materially affected. In lieu of the unenforceable provision, the parties will substitute or add as part
    of this Agreement a provision that will be as similar as possible in economic and business objectives as was intended by the
    unenforceable provision.




 


	31.6	No provisions of this Agreement are 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.




 


	31.7	In performing their respective duties under this Agreement, each
    of the parties will be 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.




 


32.
COUNTERPARTS AND EXECUTION


 


	32.1	This Agreement may be executed in two or more counterparts, each
    of which shall be deemed an original but all of which together shall constitute one and the same instrument. Facsimile, Portable
    Document Format (PDF) or photocopied signatures of the Parties will have the same legal validity as original signatures.




 






    	21



    	 



    

 


Both
The Regents and Licensee have executed this Agreement in duplicate originals by their authorized officers on the dates written
below:


 


	INNOVATION
    ECONOMY CORPORATION 	 	THE
    REGENTS OF THE UNIVERSITY OF CALIFORNIA
	 	 	 	 	 
	By	/s/
    Amro Albanna	 	By	/s/
Emily Loughran
	 	Signature	 	 	Signature
	Name:	Amro
    Albanna	 	Name:	Emily
    Loughran
	Title:	CEO	 	Title:	Director
    of Licensing
	Date:	11/21/14	 	Date:	12/5/14


 






    	22



    	 



    

 


APPENDIX
A


 


REGENTS'
PATENT RIGHTS


 








		1)	UCLA
                                         CASE NO. 2013-781: "FACILITATING BREATHING BY SIMULATING LIMB
                                         MOVEMENT" 



 


Provisional
Patent Application No. 61/856,883 entitled, "Device, System and Method for Facilitating Breathing Via Stimulation of
Limb Movement," filed July 22"d, 2013 (UCLA Case No. 2013-781-1) by Dr. Ronald M. Harper, Mary Ann Woo, Sergey Shaboyan,
and Paul Macey and assigned to The Regents.


 


EXPIRED.
APPLICATION CLAIMING PRIORITY:


 


Patent Cooperation
Treaty Application No. PCT/US14/047642 entitled, "Device, System and Method for Facilitating Breathing Via Simulation
of Limb Movement," filed July 22nd, 2014 (UCLA Case No. 2013-781-2) by Dr. Ronald M. Harper, Mary Ann Woo, Sergey Shaboyan,
and Paul Macey and assigned to the Regents. 


 




    	23



    	 



    

 


APPENDIX
B


 


REGENTS'
COPYRIGHT RIGHTS


 


	1)	UCLA COPYRIGHT CASE NO. 2015-185: "COPYRIGHT:
    GRAPHICAL     USER INTERFACE SOFTWARE TO CONTROL AND MONITOR NERVE STIMULATION DEVICE" 




 


“Copyright:
Graphical User Interface Software to Control and Monitor Nerve Stimulation Device" (UCLA Case No. 2015-185) by Dr. Ronald
M. Harper and Sergey Shaboyan and assigned to The Regents.


 




    	24



    	 



    

 


APPENDIX
C


 


ROYALTY
STATEMENT


 


UC
Control No:                                        
Product Name/Code(s)                                       


 


Licensee
Name: Innovation Economy Corporation 


 


Licensee
Phone No:                                                  


 


Licensee
Fax No:                                            


 


Licensee
Email Address:                                                       Quarter
Covered:                                       


 


	Product
    Name	Number

    of Units

    Sold	Unit
    Selling Price

    (US $)	Gross

    Sales

    (US $)	Final

    Sales

    (US $)	Net
                                         Sales 

                                         (US $)
	Royalty
                                         Rate 

        (%)
	Total
                                         Earned

                                         Royalties (US $)

	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


 


	 	Total
    Royalties Earned:                          
	 	 
	 	Less
    Minimum Annual Royalty:                          
    
	 	(If
    Applicable)
	 	 
	 	Balance
    Due The REGENTS:                          


 


Prepared
By:                                  


 




    	25



    	 



    

 


APPENDIX
D 


 


LICENSEE
CONTACT INFORMATION


 


Licensee
Name:  Innovation Economy Corporation UC Control No:_________________________________________


 








	PATENT
    PROSECUTION CONTACT:	 	 	 
	 	 	 	 	 
	LAST
    NAME: 	 	 	TELEPHONE:	 
	FIRST
    NAME:	 	 	 	 
	TITLE:
    	 	 	FAX:	 
	COMPANY NAME:	 	 	 	 
	ADDRESS:
    	 	 	EMAIL:	 
	ADDRESS:	 	 	 	 
	CITY,
    STATE, ZIP:	 	 	 	 
	COUNTRY:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	PROGRESS
    REPORTS CONTACT:	 	 	 
	 	 	 	 	 
	LAST
    NAME: 	 	 	TELEPHONE:	 
	FIRST
    NAME:	 	 	 	 
	TITLE:
    	 	 	FAX:	 
	COMPANY
    NAME:	 	 	 	 
	ADDRESS:
    	 	 	EMAIL:	 
	ADDRESS:	 	 	 	 
	CITY, STATE, ZIP:	 	 	 	 
	COUNTRY:	 	 	 	 
	 	 	 	 
	 	 	 	 
	FINANCIALS
    CONTACT:	 	 	 
	 	 	 	 	 
	LAST
    NAME: 	 	 	TELEPHONE:	 
	FIRST
    NAME:	 	 	 	 
	TITLE:
    	 	 	FAX:	 
	COMPANY
    NAME:	 	 	 	 
	ADDRESS:
    	 	 	EMAIL:	 
	ADDRESS:	 	 	 	 
	CITY,
    STATE, ZIP:	 	 	 	 
	COUNTRY:	 	 	 	 




 


 


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