Exhibit 10.48


    

      


       

       

       

      
 

      


      


      LICENSE
        AGREEMENT

      


      between

      


      OcuSense
        Inc.

      


      and

      


      The
        Regents of the University of California

      


      for

      


      CASE
        NO. SD2002-180

      


      "Volume
        Independent Tear Film Osmometer"

      


      


       

      
 

      


      ***The
        following provisions of this Agreement have been omitted pursuant to a request
        for confidential treatment and have been filed separately with the U.S.
        Securities and Exchange Commission: Article 3 in its entirety (consisting
        of
        four pages) and a portion of Section 4.3.

       

       

      
 

      
        
           

          


          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      


      TABLE
        OF CONTENTS

      


      Article
        1: Definitions
..................................................................................................................................................................................................... Page
        4

      


      Article
        2: Grants
............................................................................................................................................................................................................ Page
        6

      


      Article
        3:
        Considerations.................................................................................................................................................................................................
Page 7

       

      Article
        4: Reports, Records and Payments
.......................................................................................................................................................................... Page
        11

      


      Article
        5: Patent Matters
................................................................................................................................................................................................ Page
        13

      


      Article
        6: Governmental Matters
........................................................................................................................................................................................ Page
        15

      


      Article
        7: Termination of Agreement
................................................................................................................................................................................... Page
        15

      


      Article
        8: Limited Warranty and Indemnification
.................................................................................................................................................................. Page 16

      


      Article
        9: Use of Names and Trademarks
............................................................................................................................................................................ Page
        17

      


      Article
        10: Miscellaneous Provisions
................................................................................................................................................................................. Page
        18

      


      Exhibit
        A: Certificate of Incorporation
............................................................................................................................................................................... A-l

      


      



      
        
           

          


          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      


      


      LICENSE
        AGREEMENT

      


      THIS
        AGREEMENT ("Agreement")
        is made by and between OcuSense Inc., a Delaware corporation, having an address
        at 11959 Mayfield Avenue, #4, Los Angeles, California 90049 ("LICENSEE")
        and The
        Regents of The University of California, a California corporation having
        its
        statewide administrative offices at 1111 Franklin Street, Oakland, California
        94607-5200 ("UNIVERSITY"), represented by its San Diego campus having an
        address
        at University of California, San Diego, Technology Transfer & Intellectual
        Property Services, Mail-code 0910, 9500 Gilman Drive, La Jolla, California
        92093-0910 ("UCSD").

      


      THIS
        AGREEMENT is
        effective on the date of the last signature ("Effective Date").

      


      RECITALS

      


      WHEREAS,
        the
        inventions disclosed in UCSD Case Docket No. SD2002-180 and titled "Volume
        Independent Tear Film Osmometer" ("Invention"), were made in the course of
        research at UCSD by Benjamin D. Sullivan (hereinafter, the "Inventor") and
        are
        covered by Patent Rights as defined below;

      


      WHEREAS,
        the
        research was sponsored in part by the Government of the United States of
        America
        and as a consequence this license is subject to overriding obligations to
        the
        Federal Government under 35 U.S.C. §§ 200-212 and applicable
        regulations;

      


      WHEREAS,
        the
        Inventor is an employee of UCSD, and is obligated to assign all of his right,
        title and interest in the Invention to UNIVERSITY;

      


      WHEREAS,
        the
        founder of LICENSEE entered into a secrecy agreement (UC Control
        No.2003-20-0193) with UNIVERSITY, effective October 21, 2002 ("Secrecy
        Agreement"), for the purpose of evaluating the Invention;

      


      WHEREAS,
        the
        founder of LICENSEE entered into a Letter of Intent (UC Control No.2003-30-0222)
        with UNIVERSITY, effective November 12, 2002, ("Letter of Intent"), for the
        purpose of negotiating this Agreement;

      


      WHEREAS,
        UNIVERSITY
        is desirous that the Invention be developed and utilized to the fullest possible
        extent so that its benefits can be enjoyed by the general public;

      


      WHEREAS,
        LICENSEE
        is desirous of obtaining certain rights from UNIVERSITY to commercially develop,
        use, and sell the Invention, and the UNIVERSITY is willing to grant such
        rights;
        and

      


      WHEREAS,
        LICENSEE understands that UNIVERSITY may publish or otherwise disseminate
        information concerning the Invention at any time and that LICENSEE is paying
        consideration thereunder for its early access to the Invention, not continued
        secrecy therein.

      


      NOW,
        THEREFORE,
        the
        parties agree:

      


      ARTICLE
        1. DEFINITIONS

      


      The
        terms, as defined herein, shall have the same meanings in both their singular
        and plural forms.

      


      
        	
                1.1

              	
                "Affiliate"
                  means any corporation or other 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,
                  or
                  in which LICENSEE is owned or controlled directly or indirectly
                  by at
                  least fifty percent (50%) of the outstanding stock or other voting
                  rights
                  entitled to elect directors; but in any country where the local
                  law does
                  not permit foreign equity participation of at least fifty percent
                  (50%),
                  then an "Affiliate" includes any company in which LICENSEE owns
                  or
                  controls or is owned or controlled by, directly or indirectly,
                  the maximum
                  percentage of outstanding stock or voting rights permitted by local
                  law.

              


      

      


      1.2
         "Field"
        means:

      (a)
        diagnostic use and products that incorporate osmolarity analysis in
        ophthalmology and optometry;

      (b)
        osmolarity analysis in the beverage industry;

      (c)
        emergency medicine osmolarity analysis for the following applications: alcohol
        intoxication, drug intoxication screening; head injury, coma, burns; quality
        control of pharmaceutical formulations, hospital admixtures, and nutritional
        support formulary;

      (d)
        obstetrics/gynecology osmolarity analysis for the following applications:
        pre-eclamptic patients, in-vitro fertilization/intracytoplasmic sperm
        injection;

      (e)
        internal medicine/endocrinology osmolarity analysis for the following
        applications: inappropriate adh syndrome, hyper/hyponatremia, diabetes
        insipidus, insulin therapy, differential diagnosis of polyuria;

      (f) pharmacy/quality
        control osmolarity analysis for the following applications: quality control
        of
        pharmaceutical preparations, including infant formulas, electrolyte solutions
        and other parenterals; cardioplegic fluids; contrast agents; parenteral
        preparation; wash solution;

      (g)
        surgery/critical care osmolarity analysis for the following applications:
        hypovolemic/hypervolemic shock prevention; electrolyte/metabolyte imbalance;
        iv
        therapy; liver transplant; glycine uptake;

      (h)
        urology/renal function osmolarity analysis for the following applications:
        renal
        malfunction differential diagnosis, uremia, osmolal & free water clearance,
        renal dialysis;

      (i)
        sports medicine osmolarity analysis for the following applications: athlete
        hydration;

      (j)
        consumer
        products osmolarity analysis for the following applications: car windshield
        wash;

      (k)
        pharmaceutical/biotechnology osmolarity analysis for the following applications:
        quality control of cell lines, tissue cultures, and media manufacture;
        and

      (1)
        agriculture osmolarity analysis for the following applications: plant hydration.
        Fields for which first commercial sale has not initiated within 7 years will
        be
        excluded.

      


      
        	
                1.3
                  

              	
                "Territory"
                  means worldwide where Patent Rights exist, except for counties
                  where
                  LICENSEE declines to reimburse UCSD patent costs under Paragraph
                  5.1
                  (d).

              


      

      


      
        	
                1.4
                  

              	
                "Term"
                  means the period of time beginning on the Effective Date and ending
                  on the
                  later of (i) the expiration date of the longest-lived Patent Rights;
                  or
                  (ii) the twenty-first (21st) anniversary of Effective
                  Date.

              


      

      


      
        	
                1.5
                  

              	
                "Patent
                  Rights"
                  means any of the following: the US patent application (Serial No.
                  60/401,432 titled "Volume Independent Tear Film Osmometer") disclosing
                  and
                  claiming the Invention, filed by Inventor on or about August 6,
                  2002 and
                  assigned to UNIVERSITY; and continuing applications thereof including
                  divisions, substitutions, and continuations-in-part (but only to
                  extent
                  the claims thereof are enabled by disclosure of the parent application);
                  any patents issuing on said applications including reissues,
                  reexaminations and extensions; and any corresponding foreign applications
                  or patents.

              


      

      


      
        	
                1.6
                  

              	
                "Sponsor
                  Rights"
                  means all the applicable provisions of any license to the United
                  States
                  Government executed by UNIVERSITY and the overriding obligations
                  to the
                  Federal Government under 35 U.S.C. §§ 200-212 and applicable governmental
                  implementing regulations.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                1.7
                  

              	
                "Licensed
                  Method"
                  means any method that is covered by Patent Rights the use of which
                  would
                  constitute, but for the license granted to LICENSEE under this
                  Agreement,
                  an infringement of any pending or issued and unexpired claim within
                  Patent
                  Rights.

              


      

      
        	
                1.8
                  

              	
                "Licensed
                  Product"
                  means any services, composition or product that is covered by the
                  claims
                  of Patent Rights, or that uses or is produced by the Licensed Method,
                  or
                  the manufacture, use, sale, offer for sale, or importation of which
                  would
                  constitute, but for the license granted to LICENSEE by UNIVERSITY
                  herein,
                  an infringement of any pending or issued and unexpired claim within
                  the
                  Patent Rights.

              


      

      


      
        	
                1.9
                  

              	
                "Sublicensee"
                  means a third party to whom LICENSEE grants a sublicense of certain
                  rights
                  granted to LICENSEE under this
                  Agreement.

              


      

      


      
        	
                1.10
                  

              	
                "Net
                  Sales"
                  means the total of the gross invoice prices of Licensed Products
                  sold by
                  LICENSEE, an Affiliate, or any combination thereof, less the sum
                  of the
                  following actual and customary deductions where applicable and
                  separately
                  listed: cash, trade, or quantity discounts; sales, use, tariff,
                  import/export duties or other excise taxes imposed on particular
                  sales
                  (except for value-added and income taxes imposed on the sales of
                  Licensed
                  Products in foreign countries); transportation charges; or credits
                  to
                  customers because of rejections or returns. For purposes of calculating
                  Net Sales, transfers to an Affiliate of Licensed Product under
                  this
                  Agreement for (i) end use (but not resale) by the Affiliate shall
                  be
                  treated as sales by LICENSEE at list price of LICENSEE, or (ii)
                  resale by
                  an Affiliate shall be treated as sales at the list price of the
                  Affiliate.

              


      

      


      
        	
                1.11
                  

              	
                "Patent
                  Costs"
                  means all out-of-pocket expenses for the preparation, filing, prosecution,
                  and maintenance of all United States and foreign patents included
                  in
                  Patent Rights. Patent Costs shall also include reasonable out-of-pocket
                  expenses for patentability opinions, inventorship determination,
                  preparation and prosecution of patent application, re-examination,
                  re-issue, interference, and opposition activities related to patents
                  or
                  applications in Patent Rights.

              


      

      


      ARTICLE
        2. GRANTS

      


      
        	
                2.1
                  

              	
                License.
                  Subject to the limitations set forth in this Agreement, UNIVERSITY
                  hereby
                  grants to LICENSEE, and LICENSEE hereby accepts, an exclusive license
                  under Patent Rights to make, use, sell, offer for sale, and import
                  Licensed Products and to practice the Licensed Method in the Field
                  within
                  the Territory and during the Term.

              


      

      


      2.2
         Sublicense.

      


      (a)
        Subject to the limitations set forth in this Agreement, UNIVERSITY hereby
        grants
        to LICENSEE, and LICENSEE hereby accepts, the right to sublicense the Patent
        Rights to Sublicensees but only for so long as LICENSEE'S license under the
        Patent Rights is exclusive.

      


      (b)
        Notwithstanding any other terms in this Agreement, LICENSEE shall not sublicense
        the Patent Rights to any Affiliate of LICENSEE or to any Affiliate of LICENSEE'S
        Affiliates.

      


      (c)
        With
        respect to sublicense granted pursuant to Paragraph 2.2(a), LICENSEE
        shall:

      


      (1)
        not
        receive, or agree to receive, anything of value in lieu of cash as
        considerations from a third party under a sublicense granted pursuant to
        Paragraph 2.2(a) without the express written consent of UNIVERSITY;

      


      (2)
        to
        the extent applicable, include all of the rights of and obligations due to
        UNIVERSITY (and, if applicable, Sponsor Rights) contained in this
        Agreement;

      


      (3)
        promptly provide UNIVERSITY with a copy of each sublicense issued;
        and

      


      (4)
        collect and guarantee payment of all payments due, directly or indirectly,
        to
        UNIVERSITY from Sublicensees and summarize and deliver all reports due, directly
        or indirectly, to UNIVERSITY from Sublicensees.

       

      (d)

      
        	 	
                (1)
                  

              	
                LICENSEE
                  shall notify UNIVERSITY of any proposed grant of a sublicense and
                  the
                  terms thereof. UNIVERSITY shall then have ten (10) business days
                  to notify
                  LICENSEE that the terms of such proposed sublicense is acceptable
                  or not
                  acceptable, provided, however, that if UNIVERSITY does not notify
                  LICENSEE
                  that the terms are either acceptable or not acceptable, then UNIVERSITY
                  shall be deemed to accept the proposed terms of such proposed
                  sublicense.

              


      

      
        	 	
                (2)

              	
                If
                  a sublicense has been preapproved according to subparagraph 2.2
                  (d)(1),
                  upon termination of this Agreement for any reason, such sublicense
                  shall
                  continue in full force and effect. If a sublicense has been preapproved
                  according to subparagraph 2.2 (d)(1), upon the license grant in
                  Paragraph
                  2.1 becoming nonexclusive such sublicense shall continue in full
                  force and
                  effect and all of the payments received thereafter by LICENSEE
                  from such
                  Sublicensee, if any, shall be paid and/or forwarded to
                  UNIVERSITY.

              


      

      
        	 	
                (3)
                  

              	
                Unless
                  sublicense has been preapproved according to subparagraph 2.2 (d)(1),
                  upon
                  termination of this Agreement for any reason, or upon the license
                  grant in
                  Paragraph 2.1 becoming nonexclusive, UNIVERSITY, at its sole discretion,
                  shall determine whether LICENSEE shall cancel or assign to UNIVERSITY
                  any
                  and all sublicenses.

              


      

      


      2.3
         Reservation
        of Rights.
        UNIVERSITY reserves the right to:

      


      (a)
         use
        the
        Invention and Patent Rights for educational and research purposes;

      (b)
         publish
        or otherwise disseminate any information about the Invention at any time;
        and

      (c)
         allow
        other nonprofit institutions to use Invention, and Patent Rights for educational
        and 

      research
        purposes in their facilities.

      


      


      ARTICLE
        3. CONSIDERATIONS

      


      ***Article
        3 in its entirety, which consists of four pages, has been omitted pursuant
        to a
        request for confidential treatment and has been filed separately with the
        U.S.
        Securities and Exchange Commission. 

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      ARTICLE
        4. REPORTS, RECORDS AND PAYMENTS

      


      4.1
         Reports.

      


      (a)
         Progress
        Reports.

      
        	 	
                (1)
                  

              	
                Beginning
                  July 1, 2003 and ending on the date of first commercial sale of
                  a Licensed
                  Product, LICENSEE shall submit to UNIVERSITY semi-annual progress
                  reports
                  covering LICENSEE's (and Affiliate's and Sublicensee's) activities
                  to
                  develop and test all Licensed Products and obtain governmental
                  approvals
                  necessary for marketing the same. Such reports shall include a
                  summary of
                  work completed; summary of work in progress; current schedule of
                  anticipated events or milestones; market plans for introduction
                  of
                  Licensed Products; and summary of resources (dollar value) spent
                  in the
                  reporting period.

              


      

      
        	 	
                (2)
                  

              	
                LICENSEE
                  shall also report to UNIVERSITY, in its immediately subsequent
                  progress
                  report, the date of first commercial sale of a Licensed Product
                  in each
                  country.

              


      

      


      
        	 	
                (b)
                  

              	
                Royalty
                  Reports. After
                  the first commercial sale of a Licensed Product anywhere in the
                  world,
                  LICENSEE shall submit to UNIVERSITY quarterly reports on or before
                  February 28, May 31, August 31 and November 30 of each year. Each
                  report
                  shall cover LICENSEE's (and each Affiliate's and Sublicensee's)
                  most
                  recently completed calendar quarter and shall
                  show:

              


      

      (1)
        the
        gross sales, deductions as provided in Paragraph 1.10, and Net Sales during
        the
        most recently completed calendar quarter and the royalties, in US dollars,
        payable with respect thereto;

      (2)
        the
        number of each type of Licensed Product sold;

      (3)
        sublicense fees and royalties received during the most recently completed
        calendar quarter in US dollars, payable with respect thereto;

      (4)
        the
        method used to calculate the royalties; and

      (5)
        the
        exchange rates used.

      


      If
        no
        sales of Licensed Products have been made and no sublicense revenues have
        been
        received by LICENSEE during any reporting period, LICENSEE shall so
        report.

      


      4.2
         Records
        &
        Audits.

      


      
        	 	
                (a)
                  

              	
                LICENSEE
                  shall keep, and shall require its Affiliates and Sublicensees to
                  keep
                  accurate and correct records of all Licensed Products manufactured,
                  used,
                  and sold, and sublicense fees received under this Agreement. Such
                  records
                  shall be retained by LICENSEE for at least five (5) years following
                  a
                  given reporting period.

              


      

      


      
        	 	
                (b)

              	
                All
                  records shall be available during normal business hours for inspection
                  at
                  the expense of UNIVERSITY by UNIVERSITY's Internal Audit Department
                  or by
                  a Certified Public Accountant selected by UNIVERSITY and in compliance
                  with the other terms of this Agreement for the sole purpose of
                  verifying
                  reports and payments or other compliance issues. Such inspector
                  shall not
                  disclose to UNIVERSITY any information other than information relating
                  to
                  the accuracy of reports and payments made under this Agreement
                  or other
                  compliance issues. In the event that any such inspection shows
                  an under
                  reporting and underpayment in excess of five percent (5%) for any
                  twelve
                  (12) month period, then LICENSEE shall pay the cost of the audit
                  as well
                  as any additional sum that would have been payable to UNIVERSITY
                  had the
                  LICENSEE reported correctly, plus an interest charge at a rate
                  of ten
                  percent (10%) per year. Such interest shall be calculated from
                  the date
                  the correct payment was due to UNIVERSITY up to the date when such
                  payment
                  is actually made by LICENSEE. For underpayment not in excess of
                  five
                  percent (5%) for any twelve (12) month period, LICENSEE shall pay
                  the
                  difference within thirty (30) days without interest charge or inspection
                  cost.

              


      

      


      4.3
         Payments.

      (a)
         All
        fees
        and royalties due UNIVERSITY shall be paid in United States dollars and all
        checks shall be made payable to "The Regents of the University of California",
        referencing UNIVERSITY's taxpayer identification number, 95-6006144. When
        Licensed Products are sold in currencies other than United States dollars,
        LICENSEE shall first determine the earned royalty in the currency of the
        country
        in which Licensed Products were sold and then convert the amount into equivalent
        United States funds, using the exchange rate quoted in the Wall Street Journal
        on the last business day of the applicable reporting period.

      


      


      LICENSEE
        is responsible for all bank charges of wire transferred funds.

      Electronic
        Transfer of Fund Information

      


      ***A
        portion of Section 4.3 has been omitted pursuant to a request for confidential
        treatment and has been filed separately with the U.S. Securities and Exchange
        Commission. 

      


      UCSD
        addendum information: UCSD agreement number, contract number, PI, departmental
        contact person, and Invoice Number.

      UNIVERSITY
        will be notified by fax of a copy of the wire transfer receipt to Technology
        Transfer & Intellectual
        Property Services Accounting Division at 858-534-7345. The bank charges should
        not be deducted from the total amount due to UNIVERSITY.

      


      (b)
         Royalty
        Payments.

      
        	 	
                (1)
                  

              	
                Royalties
                  shall accrue when Licensed Products are invoiced, or if not invoiced
                  when
                  Licensed Products are delivered to a third party or
                  Affiliate.

              


      

      
        	 	
                (2)

              	
                LICENSEE
                  shall pay earned royalties quarterly on or before February 28,
                  May 31,
                  August 31 and November 30 of each calendar year. Each such payment
                  shall
                  be for royalties earned during LICENSEE's most recently completed
                  calendar
                  quarter.

              


      

      
        	 	
                (3)
                  

              	
                Royalties
                  earned on sales occurring or under sublicense granted pursuant
                  to this
                  Agreement in any country outside the United States shall not be
                  reduced by
                  LICENSEE for any taxes, fees, or other charges imposed by the government
                  of such country on the payment of royalty income, except that all
                  payments
                  made by LICENSEE in fulfillment of UNIVERSITY's tax liability in
                  any
                  particular country may be credited against earned royalties or
                  fees due
                  UNIVERSITY for that country. LICENSEE shall pay all bank charges
                  resulting
                  from the transfer of such royalty
                  payments.

              


      

      
        	 	
                (4)
                  

              	
                If
                  at any time legal restrictions prevent the prompt remittance of
                  part or
                  all royalties by LICENSEE with respect to any country where a Licensed
                  Product is sold or a sublicense is granted pursuant to this Agreement,
                  LICENSEE shall convert the amount owed to UNIVERSITY into US currency
                  and
                  shall pay UNIVERSITY directly from its US sources of fund for as
                  long as
                  the legal restrictions apply.

              


      

      
        	 	
                (5)
                  

              	
                LICENSEE
                  shall not collect royalties from, or cause to be paid on Licensed
                  Products
                  sold to the account of the US Government or any agency thereof
                  as provided
                  for in the license to the US
                  Government.

              


      

      


      
        	 	
                (6)
                  

              	
                In
                  the event that any patent or patent claim within Patent Rights
                  is held
                  invalid in a final decision by a patent office from which no appeal
                  or
                  additional patent prosecution has been or can be taken, or 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 solely on that
                  patent or
                  claim or any claim patentably indistinct therefrom shall cease
                  as of the
                  date of such final decision. LICENSEE shall not, however, be relieved
                  from
                  paying any royalties that accrued before the date of such final
                  decision,
                  that are based on another patent or claim not involved in such
                  final
                  decision.

              


      

      


      (c) Late
        Payments.
        In the
        event royalty, reimbursement and/or fee payments are not received by UNIVERSITY
        when due, LICENSEE shall pay to UNIVERSITY interest charges at a rate of
        ten
        percent (10%) per year. Such interest shall be calculated from the date payment
        was due until actually received by UNIVERSITY.

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      ARTICLE
        5. PATENT MATTERS

      


      5.1
         Patent
        Prosecution and Maintenance.

      


      
        	 	
                (a)
                  

              	
                Provided
                  that LICENSEE has reimbursed UNIVERSITY for prior Patent Costs
                  pursuant to
                  Paragraph 3.2, UNIVERSITY shall diligently prosecute and maintain
                  the
                  United States and, if available, foreign, patents and applications
                  in
                  Patent Rights using counsel of its choice. UNIVERSITY shall provide
                  LICENSEE with copies of all relevant documentation relating to
                  such
                  prosecution and LICENSEE shall keep this documentation confidential.
                  The
                  counsel shall take instructions only from UNIVERSITY, and all patents
                  and
                  patent applications in Patent Rights shall be assigned solely to
                  UNIVERSITY. UNIVERSITY shall give LICENSEE notice of its intent
                  and plans
                  to file any United States and/or foreign patents and applications
                  in
                  Patent Rights.

              


      

      


      
        	 	
                (b)

              	
                UNIVERSITY
                  shall consider amending any patent application in Patent Rights
                  to include
                  claims reasonably requested by LICENSEE to protect the products
                  contemplated to be sold by LICENSEE under this
                  Agreement.

              


      

      


      
        	 	
                (c)
                  

              	
                LICENSEE
                  shall cooperate and assist UNIVERSITY to apply for an extension
                  of the
                  term of any patent in Patent Rights if appropriate under the Drug
                  Price
                  Competition and Patent Term Restoration Act of 1984 and/or European,
                  Japanese and other foreign counterparts of this law. LICENSEE shall
                  prepare all documents for such application, and UNIVERSITY shall
                  execute
                  such documents and to take any other additional action as LICENSEE
                  reasonably requests in connection
                  therewith.

              


      

      


      
        	 	
                (d)

              	
                LICENSEE
                  may elect to terminate its reimbursement obligations with respect
                  to any
                  patent application or patent in Patent Rights upon three (3) months
                  written notice to UNIVERSITY. UNIVERSITY shall use reasonable efforts
                  to
                  curtail further Patent Costs for such application or patent when
                  such
                  notice of termination is received from LICENSEE. UNIVERSITY, in
                  its sole
                  discretion and at its sole expense, may continue prosecution and
                  maintenance of said application or patent, and LICENSEE shall then
                  have no
                  further license with respect thereto. Non-payment of any portion
                  of Patent
                  Costs with respect to any application or patent, after notice to
                  LICENSEE
                  and a 30 day period in which to cure such non-payment, may be deemed
                  by
                  UNIVERSITY as an election by LICENSEE to terminate its reimbursement
                  obligations with respect to such application or patent. UNIVERSITY
                  is not
                  obligated to file, prosecute, or maintain Patent Rights to which
                  LICENSEE
                  has terminated its License
                  hereunder.

              


      

      


      


      


      


      5.2
         Patent
        Infringement.

      


      
        	 	
                (a)
                  

              	
                If
                  LICENSEE learns of any substantial infringement of Patent Rights,
                  LICENSEE
                  shall so inform UNIVERSITY and provide UNIVERSITY with reasonable
                  evidence
                  of the infringement, and UNIVERSITY hereby agrees to take no action
                  for at
                  least ninety (90) days thereafter. If UNIVERSITY learns of any
                  substantial
                  infringement of Patent Rights, UNIVERSITY shall so inform LICENSEE
                  and
                  provide LICENSEE with reasonable evidence of the infringement,
                  and
                  LICENSEE hereby agrees to take no action for at least ninety (90)
                  days
                  thereafter. Neither party shall notify a third party of the infringement
                  of Patent Rights without the consent of the other party. Both parties
                  shall use reasonable efforts and cooperation to terminate infringement
                  without litigation.

              


      

      


      
        	 	
                (b)
                  

              	
                If
                  infringing activity of potential commercial significance by the
                  infringer
                  has not been abated within ninety (90) days following the date
                  notice of
                  such infringing activity is given to the other party pursuant to
                  5.2(a)
                  above, the LICENSEE shall have the first right to institute suit
                  for
                  patent infringement against the infringer. UNIVERSITY 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 the
                  Licensee's suit or any judgment rendered in that suit. The LICENSEE
                  may
                  not join UNIVERSITY in a suit initiated by the LICENSEE without
                  UNIVERSITY's prior written consent, provided, however, that if
                  UNIVERSITY
                  is a necessary or required party in any such suit, then no consent
                  shall
                  be required. If, in a suit initiated by the LICENSEE, UNIVERSITY
                  is
                  involuntarily joined other than by the LICENSEE, or if UNIVERSITY
                  is
                  joined because it is deemed to be a necessary or required party,
                  the
                  LICENSEE will pay any costs incurred by UNIVERSITY arising out
                  of such
                  suit, including but not limited to, any reasonable legal fees of
                  counsel
                  that UNIVERSITY selects and retains to represent it in the
                  suit.

              


      

      


      
        	 	
                (c)
                  

              	
                Recoveries
                  from actions brought by LICENSEE pursuant to Paragraph 5.2(b) shall
                  belong
                  to the LICENSEE, provided, however, that the amount such recoveries
                  exceed
                  LICENSEE's expenses for such actions shall be subject (i) to the
                  royalty
                  in Paragraph 3.1(g) above if the net amount of any such recovery
                  is
                  considered to be "Net Sales;" or (ii) subject to the sublicensing
                  royalties in Paragraph 3.1(e) or 3.1(f) above as may be appropriate
                  if the
                  net amount of any such recovery is considered to be "royalties"
                  payable to
                  LICENSEE as if in a LICENSEE-Sublicensee relationship. If LICENSEE
                  has not
                  initiated any action to abate the infringing activity within ninety
                  (90)
                  days after the expiration of the ninety (90) days after notice
                  of such
                  infringing activity is given to the other party pursuant to 5.2(a)
                  above,
                  then UNIVERSITY shall have the right to bring such suit, and recoveries
                  from such actions brought by UNIVERSITY shall belong entirely to
                  UNIVERSITY.

              


      

      


      
        	(d)  	
                Each
                  party shall cooperate with the other in litigation proceedings
                  at the
                  expense of the party bringing suit. Litigation shall be controlled
                  by the
                  party bringing the suit, except that UNIVERSITY may be represented
                  by
                  counsel of its choice in any suit brought by
                  LICENSEE.

              


      

      


      
        	5.3  	
                Patent
                  Marking.
                  LICENSEE shall 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.

      


      ARTICLE
        6. GOVERNMENTAL MATTERS

      


      
        	
                6.1
                  

              	
                Governmental
                  Approval or Registration.
                  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 shall assume all legal obligations to do so. LICENSEE
                  shall notify UNIVERSITY if it becomes aware that this Agreement
                  is subject
                  to a United States or foreign government reporting or approval
                  requirement. LICENSEE shall make all necessary filings and pay
                  all costs
                  including fees, penalties, and all other out-of-pocket costs associated
                  with such reporting or approval
                  process.

              


      

      


      
        	
                6.2
                  

              	
                Export
                  Control Laws.
                  LICENSEE shall 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 and the Export Administration
                  Regulations.

              


      

      


      ARTICLE
        7. TERMINATION OF THE AGREEMENT

      


      
        	
                7.1
                  

              	
                Termination
                  by UNIVERSITY.
                  If LICENSEE fails to perform or violates any term of this Agreement,
                  then
                  UNIVERSITY may give written notice of default ("Notice of Default")
                  to
                  LICENSEE. If LICENSEE fails to cure the default within sixty (60)
                  days of
                  the Notice of Default, UNIVERSITY may terminate this Agreement
                  and the
                  license granted herein by a second written notice ("Notice of
                  Termination") to LICENSEE. If a Notice of Termination is sent to
                  LICENSEE,
                  this Agreement shall automatically terminate on the effective date
                  of that
                  notice. Termination shall not relieve LICENSEE of its obligation
                  to pay
                  any fees owed at the time of termination and shall not impair any
                  accrued
                  right of UNIVERSITY.

              


      

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      7.2
         Termination
        by
        Licensee.

      


      
        	 	
                (a)

              	
                LICENSEE
                  shall have the right at any time and for any reason to terminate
                  this
                  Agreement upon a ninety (90) day written notice to UNIVERSITY.
                  Said notice
                  shall state LICENSEE's reason for terminating this
                  Agreement.

              


      

      


      
        	 	
                (b)
                  

              	
                Any
                  termination under Paragraph 7.2(a) shall not relieve LICENSEE of
                  any
                  obligation or liability accrued under this Agreement prior to termination
                  or rescind any payment made to UNIVERSITY or action by LICENSEE
                  prior to
                  the time termination becomes effective. Termination shall not affect
                  in
                  any manner any rights of UNIVERSITY arising under this Agreement
                  prior to
                  termination.

              


      

      


      
        	
                7.3
                  

              	
                Survival
                  on Termination.
                  The following Paragraphs and Articles shall survive the termination
                  of
                  this Agreement:

              


      

      


      (a)
        Article 1 (DEFINITIONS)

      (b)
        Article 4.2 & 4.3
        (RECORDS, AUDITS AND PAYMENTS)

      (c)
        Paragraph 7.4 (Disposition of Licensed Products on Hand);

      (d)
        Paragraph 8.2(a) (Indemnification);

      (e)
        Article 9 (USE OF NAMES AND TRADEMARKS);

      (f)
        Article
        10 (MISCELLANEOUS PROVISIONS)

      


      
        	7.4  	
                Disposition
                  of Licensed Products on Hand.
                  Upon termination of this Agreement, LICENSEE


              


      

       may
        dispose of all previously made or partially made Licensed Product within
        a
        period of one 

      hundred
        and twenty (120) days of the effective date of such termination provided
        that
        the sale of 

      such
        Licensed Product by LICENSEE, its Sublicensees, or Affiliates shall be subject
        to the terms 

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

      required
        under this Agreement.

      


      ARTICLE
        8. LIMITED WARRANTY AND INDEMNIFICATION

      


      8.1
         Limited
        Warranty.

      


      (a) 
        UNIVERSITY warrants that it has the lawful right to grant this
        license.

      


      
        	 	
                (b)

              	
                The
                  license granted herein is provided "AS IS" and without WARRANTY
                  OF
                  MERCHANTABILITY or WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE
                  or any
                  other warranty, express or implied. UNIVERSITY makes no representation
                  or
                  warranty that the Licensed Product, Licensed Method or the use
                  of Patent
                  Rights will not infringe any other patent or other proprietary
                  rights.

              


      

      


      
        	 	
                (c)
                  

              	
                In
                  no event shall UNIVERSITY be liable for any incidental, special
                  or
                  consequential damages resulting from exercise of the license granted
                  herein or the use of the Invention, Licensed Product, or Licensed
                  Method.

              


      

      


      (d) 
        Nothing
        in this Agreement shall be construed as:

      


      
        	 	
                (1)
                  

              	
                a
                  warranty or representation by UNIVERSITY as to the validity or
                  scope of
                  any Patent Rights;

              


      

      
        	 	
                (2)
                  

              	
                a
                  warranty or representation that anything made, used, sold or otherwise
                  disposed of under any license granted in this Agreement is or shall
                  be
                  free from infringement of patents of third
                  parties;

              


      

      
        	 	
                (3)
                  

              	
                an
                  obligation to bring or prosecute actions or suits against third
                  parties
                  for patent infringement;

              


      

      
        	 	
                (4)
                  

              	
                conferring
                  by implication, estoppel or otherwise any license or rights under
                  any
                  patents of UNIVERSITY other than Patent Rights as defined in this
                  Agreement, regardless of whether those patents are dominant or
                  subordinate
                  to Patent Rights;

              


      

      (5)
         an
        obligation to furnish any know-how not provided in Patent Rights.

      


      8.2
         Indemnification.

      


      
        	 	
                (a)
                  

              	
                LICENSEE
                  shall indemnify, hold harmless and defend UNIVERSITY, its officers,
                  employees, and agents; the sponsors of the research that led to
                  the
                  Invention; and the Inventor of the patents and patent applications
                  in
                  Patent Rights and their employers against any and all claims, suits,
                  losses, damage, costs, fees, and expenses resulting from or arising
                  out of
                  exercise of this license or any sublicense. This indemnification
                  shall
                  include, but not be limited to, any product
                  liability.

              


      

      


      
        	 	
                (b)
                  

              	
                On
                  or before the date of the commercial distribution of the first
                  Licensed
                  Product or on the date of initiation of any human trials necessary
                  for FDA
                  approval (if required), whichever occurs first, LICENSEE, at its
                  sole cost
                  and expense, shall insure its activities in connection with the
                  work under
                  this Agreement and obtain, keep in force and maintain insurance
                  or an
                  equivalent program of self insurance as
                  follows:

              


      

      
        	 	
                (
                  1) 

              	
                comprehensive
                  or commercial general liability insurance (contractual liability
                  included)
                  with limits of at least: (i) each occurrence, $1,000,000; (ii)
                  products/completed operations aggregate, $5,000,000; (iii) personal
                  and
                  advertising injury, $1,000,000; and (iv) general aggregate (commercial
                  form only), $5,000,000; and

              


      

      
        	 	
                (2)
                  

              	
                the
                  coverage and limits referred to above shall not in any way limit
                  the
                  liability of LICENSEE.

              


      

      


      
        	 	
                (c)
                  

              	
                LICENSEE
                  shall furnish UNIVERSITY with certificates of insurance showing
                  compliance
                  with all requirements. Such certificates shall: (i) provide for
                  thirty
                  (30) day advance written notice to UNIVERSITY of any modification;
                  (ii)
                  indicate that UNIVERSITY has been endorsed as an additional insured
                  under
                  the coverage referred to above; and (iii) include a provision that
                  the
                  coverage shall be primary and shall not participate with nor shall
                  be
                  excess over any valid and collectable insurance or program of
                  self-insurance carried or maintained by
                  UNIVERSITY.

              


      

      


      
        	 	
                (d)
                  

              	
                UNIVERSITY
                  shall notify LICENSEE in writing of any claim or suit brought against
                  UNIVERSITY in respect of which UNIVERSITY intends to invoke the
                  provisions
                  of this Article. LICENSEE shall keep UNIVERSITY informed on a current
                  basis of its defense of any claims under this
                  Article.

              


      

      


      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        9. USE OF NAMES AND TRADEMARKS

      


      
        	
                9.1
                  

              	
                Nothing
                  contained in this Agreement confers any right to use in advertising,
                  publicity, or other promotional activities any name, trade name,
                  trademark, or other designation of either party hereto (including
                  contraction, abbreviation or simulation of any of the foregoing).
                  Unless
                  required by law, the use by LICENSEE of the name, "The Regents
                  Of The
                  University Of California" or the name of any campus of the University
                  Of
                  California is prohibited, without the express written consent of
                  UNIVERSITY.

              


      

      


      
        	
                9.2
                  

              	
                UNIVERSITY
                  may disclose to the Inventor the terms and conditions of this Agreement
                  upon their request. If such disclosure is made, UNIVERSITY shall
                  request
                  the Inventor not disclose such terms and conditions to
                  others.

              


      

      


      
        	
                9.3
                  

              	
                UNIVERSITY
                  may acknowledge the existence of this Agreement and the extent
                  of the
                  grant in Article 2 to third parties, but UNIVERSITY shall not disclose
                  the
                  financial terms of this Agreement to third parties, except where
                  UNIVERSITY is required by law to do so, such as under the California
                  Public Records Act.

              


      

      


      ARTICLE
        10. MISCELLANEOUS PROVISIONS

      


      
        	
                10.1

              	
                Correspondence.
                  Any notice or payment required to be given to either party under
                  this
                  Agreement shall be deemed to have been properly given and
                  effective:

              


      

      


      (a)
        on
        the date of delivery if delivered in person, or

      


      (b)
        five
        (5) days after mailing if mailed by first-class or certified mail, postage
        paid,
        to the respective addresses given below, or to such other address as is
        designated by written notice given to the other party.

      


      If
        sent
        to LICENSEE:

      


      OcuSense,
        Inc.

      1820
        Holmby Avenue #4

      Los
        Angeles, CA 90025

      Attention:
        Eric Donsky

      


      If
        sent
        to UNIVERSITY:

      


      University
        of California, San Diego

      Technology
        Transfer & Intellectual
        Property Services

      9500
        Gilman Drive

      La
        Jolla,
        CA 92093-0910

      Attention:
        Assistant Vice Chancellor

      


      10.2
         Secrecy.

      


      
        	 	
                (a)
                  

              	
                "Confidential
                  Information" shall mean information relating to the Invention and
                  disclosed by UNIVERSITY to LICENSEE during the term of this Agreement,
                  which if disclosed in writing shall be marked "Confidential", or
                  if first
                  disclosed otherwise, shall within thirty (30) days of such disclosure
                  be
                  reduced to writing by UNIVERSITY and sent to
                  LICENSEE:

              


      

      


      
        	(a)  	
                LICENSEE
                  shall:

              


      

      


      
        	 	
                (1)
                  

              	
                use
                  the Confidential Information for the sole purpose of performing
                  under the
                  terms of this Agreement;

              


      

      
        	 	
                (2)

              	
                safeguard
                  Confidential Information against disclosure to others with the
                  same degree
                  of care as it exercises with its own data of a similar
                  nature;

              


      

      
        	 	
                (3)
                  

              	
                not
                  disclose Confidential Information to others (except to its employees,
                  agents or consultants who are bound to LICENSEE by a like obligation
                  of
                  confidentiality) without the express written permission of UNIVERSITY,
                  except that LICENSEE shall not be prevented from using or disclosing
                  any
                  of the Confidential Information
                  that:

              


      

      
        	 	
                (i)
                  

              	
                LICENSEE
                  can demonstrate by written records was previously known to
                  it;

              


      

      
        	 	
                (ii)
                  

              	
                is
                  now, or becomes in the future, public knowledge other than through
                  acts or
                  omissions of LICENSEE; or

              


      

      
        	 	
                (iii)

              	
                is
                  lawfully obtained by LICENSEE from sources independent of UNIVERSITY;
                  and

              


      

      


      
        	 	
                (c)
                  

              	
                The
                  secrecy obligations of LICENSEE with respect to Confidential Information
                  shall continue for a period ending five (5) years from the termination
                  date of this Agreement.

              


      

      


      
        	
                10.3
                  

              	
                Assignability.
                  This Agreement may be assigned by UNIVERSITY, but is personal to
                  LICENSEE
                  and assignable by LICENSEE only with the written consent of
                  UNIVERSITY.

              


      

      


      
        	
                10.4
                  

              	
                No
                  Waiver.
                  No
                  waiver by either party of any breach or default of any covenant
                  or
                  agreement set forth in this Agreement shall be deemed a waiver
                  as to any
                  subsequent and/or similar breach or
                  default.

              


      

      


      
        	
                10.5
                  

              	
                Failure
                  to Perform.
                  In
                  the event of a failure of performance due under this Agreement
                  and if it
                  becomes necessary for either party to undertake legal action against
                  the
                  other on account thereof, then the prevailing party shall be entitled
                  to
                  reasonable attorney's fees in addition to costs and necessary
                  disbursements.

              


      

      


      
        	
                10.6
                  

              	
                Governing
                  Laws.
                  THIS AGREEMENT SHALL 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 shall be governed by the applicable laws
                  of the
                  country of the patent or patent
                  application.

              


      

      


      
        	
                10.7
                  

              	
                Force
                  Majeure.
                  A
                  party to this Agreement may be excused from any performance required
                  herein if such performance is rendered impossible or unfeasible
                  due to any
                  catastrophe or other major event beyond its reasonable control,
                  including,
                  without limitation, war, riot, and insurrection; laws, proclamations,
                  edicts, ordinances, or regulations; strikes, lockouts, or other
                  serious
                  labor disputes; and floods, fires, explosions, or other natural
                  disasters.
                  When such events have abated, the non-performing party's obligations
                  herein shall resume.

              


      

      


      
        	
                10.8
                  

              	
                Headings.
                  The headings of the several sections or paragraphs 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.

              


      

      


      
        	
                10.9

              	
                Entire
                  Agreement. This
                  Agreement embodies the entire understanding of the parties and
                  supersedes
                  all previous communications, representations or understandings,
                  either
                  oral or written, between the parties relating to the subject matter
                  hereof.

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
 

      
        	
                10.10
                  

              	
                Amendments.
                  No
                  amendment or modification of this Agreement shall be valid or binding
                  on
                  the parties unless made in writing and signed on behalf of each
                  party.

              


      

      


      
        	
                10.11
                  

              	
                Severability.
                  In
                  the event that any of the provisions contained in this Agreement
                  is held
                  to be invalid, illegal, or unenforceable in any respect, such invalidity,
                  illegality or unenforceability shall not affect any other provisions
                  of
                  this Agreement, and this Agreement shall be construed as if the
                  invalid,
                  illegal, or unenforceable provisions had never been contained in
                  it.

              


      

      


      IN
        WITNESS WHEREOF, both UNIVERSITY and LICENSEE have executed this Agreement,
        in
        duplicate originals, by their respective and duly authorized officers on
        the day
        and year written.

      


      OCUSENSE
        INC.                                                                                                                                                                               THE REGENTS OF THE

                                                                                                                                                                                                                    UNIVERSITY
        OF CALIFORNIA:

      


      BY:
        /s/
        Eric
        Donsky                                                                                                                                                                          BY: /s/ Alan S. Paau        


           
        __________________                                                                                                                                                                  
____________________

           
        (Signature)                                                                                                                                                                                         
(Signature)

      


      Name:
        Eric
        Donsky                                                                                                                                                                            Name: Alan S. Paau

      Title:
        CEO                                                                                                                                                                                           
Title: Assistant Vice Chancellor 

                                                                                                                                                                                                                   
        Technology Transfer & Intellectual 

                                                                                                                                                                                                                   
        Property Services

      


      Date:
        March 12, 2003                                                                                                                                                                        
Date:
        March 7,
        2003

      


      


      


      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

       

      
 

      EXHIBIT
        A: CERTIFICATE OF INCORPORATION

      OCUSENSE,
        INC.

      


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 

      


      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      


      


      


      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      


      


      


      


      


      


      


      


      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      


      


      


      


      


      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      


      


      


      


      


      


      
        
          
          

        

        
          14