CONFIDENCIAL TREATMENT REQUESTED


 


Redacted Portions are indicated by [****]


 


TERM SHEET FOR LICENSE AGREEMENT (Term
Sheet)


 


This Term Sheet is not a binding contract between the parties,
but it shall be kept confidential.


 


The Term Sheet is the initial basis for an offer to license
the intellectual property rights specified below, and sets forth the primary licensing terms as agreed upon by the undersigned
parties, to be codified in a license agreement which is to be negotiated in full between the parties.


 


	Subject	 	Terms
	 	 	 
	Licensor	 	Inven2 AS (lnven2) on behalf of the University of Oslo (UiO) and Oslo University Hospital HF (OUS)
	 	 	 
	Licensee	 	Atossa Genetics, Inc
	 	 	 
	Contact name(s) and information	 	Steven Quay, CEO and President, Atossa Genetics, Inc. 4105 E Madison St, Suite 320, Seattle, WA 98112 T: 206.325.6086.
	 	 	 
	Object of license	 	IPR including know how related to DOFI B-11035 "Combining Gene Signatures Improves Prediction of Breast Cancer Survival" as well as patent/patent application(s) to be filed to protect this IPR.
	 	 	 
	Ownership to patent application(s) to be licensed	 	UiO/OUS. Inven2 is empowered to administer UiO's/OUS' intellectual property rights, including entering into license agreements
	 	 	 
	Patent filing, prosecution and defense	 	
        At national/regional filing, Inven2 will file the
        patent application in the following countries: USA. Licensee may ask Inven2 to file in additional countries regions at Licensee's
        cost.

        Licensee may choose to exclude certain countries from
        the license agreement.

        Patent defense: Licensee has first right but no obligation.
        Inven2 gets the right to defend the patent rights if Licensee does not exercise its first right.

	 	 	 
	Publication	 	Licensor has the right to publish, and use in teaching and for research purposes, the research results covered in the license agreement
	 	 	 
	Type of license granted	 	EXCLUSIVE
	 	 	 
	Geographical scope for License	 	Worldwide
	 	 	 
	Right to transfer entire license agreement	 	Yes.
	 	 	 
	Field of use	 	Breast cancer and precancerous breast lesions.
	 	 	 
	Responsible for product development, introduction on the market, advertisement	 	Licensee
	 	 	 
	Signing fee and patent costs reimbursement	 	
        USD [****]; payment due within 60 days after signing of
license agreement.

        All current and future patent costs will be paid by
        Licensee in countries chosen by Licensee.

	 	 	 
	Payments when reaching certain development steps (milestone payments)	 	
        Upon market entry in the first country USD [****]

        Upon selling the 500th test/sample in each country
USD [****]

        Milestone payments are due within 60 days after achieving
        the milestone.

	 	 	 
	Royalties from Licensee	 	
        [****] on net income with a minimum of USD [****] per
test/sample.

        Royalties are to be paid 31 of January each year,
        semi-annual reports of status

	 	 	 
	Minimum annual royalty	 	[****]


 






    	 



    	 



    






 


IN WITNESS THEREOF,


 


	/s/  Steven Quay	 	/s/  Jostein Chr Dalland
	 	 	 
	 	 	 
	Atossa Genetics, Inc.	 	Inven2 AS


 


 


	Name:  Steven Quay	 	Name:  Jostein Chr Dalland
	 	 	 
	Title:     CEO	 	Title:     CEO
	 	 	 
	Date:  06.20.2011	 	Dated:  17/6  ‘11


 



    	 



    	 



    

 








TERM SHEET FOR LICENSE OPTION AGREEMENT
(Term Sheet)


 


This Term Sheet is a non-binding contract between the parties.


 


The Term Sheet is the initial basis for a license the intellectual
property rights specified below, and sets forth the primary licensing terms as agreed upon by the undersigned parties, to be codified
in a license agreement which is to be negotiated in full between the parties.


 


	Subject	Terms
	 	 
	Licensor	Inven2 AS (Inven2) on behalf of the University of Oslo (UiO) and Oslo University Hospital HF (OUS)
	 	 
	Licensee	Atossa Genetics, Inc.
	 	 
	Contact name(s)
and information	Steven Quay, CEO and President, Atossa Genetics, Inc.
4105 E Madison
    St, Suite 320, Seattle, WA 98112
T: 206.325.6086.
	 	 
	Option IPR	IPR related to possible breast cancer and precancerous breast lesions resulting from the research by Professor Anne-Lise Børresen-Dale at OUS and Professor Ole Christian Lingjaerde at UiO within the Option Period.
	 	 
	Option To License	
        Licensee is granted a **** exclusive negotiation period starting
        from Licensor's decision to commercialize Option IPR.

         

        The Option To Licence is limited to Option IPR reported to Licensor
        as a Disclosure of Invention (DOFI) within **** after the end of the Option Period where Professor Anne-Lise Børresen-Dale
        and/or Professor Ole Christian Lingjaerde minimum has 50% inventorship.

         

        Licensor will notify Licensee about its decision to commercialize.
        Upon receiving the notification Licensee must within **** notify Licensor in writing if Licensee wants to the exercise its right
        to enter exclusive negotiations.

         

	 	 
	Ownership to IPR to be licensed	UiO/OUS. Inven2 is empowered to administer UiO's/OUS' intellectual property rights, including entering into license agreements
	 	 
	Option Period	From the signature date of the license option agreement until ****.
	 	 
	Publication	Licensor has the right to publish, and use in teaching and for research purposes, the research results covered in the license agreement.
	 	 
	Payments	
        1. ****; payment due within 60 days after signing the license
        option agreement.

         

        2. ****, payment due within ****.

         



 


 


IN WITNESS THEREOF,


 





 


	Atossa Genetics, Inc. 	 	Inven2 AS 
	 	 	 
	 	 	 
	Name:  Steven Quay	 	Name:  Olay Steinnes
	 	 	 
	Title:     /s/ Steven Quay	 	Title:     Acting
CEO
	 	 	 
	Date:  02.15.2012	 	Dated:  /s/ Olay Steinnes_14/2-12