Unassociated Document


    


     

    


     

    


     

    LICENSE
      AGREEMENT

     

     

     

     

     

    between

     

     

     

     

     

    IBt
      SA

     

     

     

     

     

    and

     

     

     

     

     

    IsoRay
      Medical Inc.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    LICENSE
      AGREEMENT

     

    Between:

     

    IBt,
      a
      Société Anonyme incorporated in Belgium, having its registered office at 7180
      Seneffe, Rue Jules Bordet 1, Zone Industrielle C, Belgium, 

     

    hereby
      duly represented by its legal representatives John Carden, Chairman, and


     

    hereinafter
      referred to as "IBt",

     

    And:

     

    IsoRay
      Medical Inc.,
      incorporated in Washington, USA, having its registered office at Richland,
      WA
      99354-5411, 350 Hills Street, Suite 106, 

     

    hereby
      duly represented by its legal representatives Roger E. Girard, hereinafter
      referred to as "Iso",

     

     

    IBt
      and
      Iso are hereinafter separately referred to as "Party"
      and
      jointly as "Parties".

     

    


     

    WHEREAS,

     

    IBt
      has
      developed certain technology relating to the production of a polymer based
      encapsulation of seeds and is currently fabricating polymer encapsulated seeds
      ("OptiSeed") for marketing in the USA;

     

    IBt
      has
      developed certain technology relating to the formulation of a jetable fluid
      (ink) containing the radioactivity to be used in connection with those
      seeds;

     

    IBt
      owns
      certain intellectual property rights relating to the above mentioned technology,
      including but not limited to patent rights and know-how;

     

    Iso
      owns
      intellectual property rights relating to the production of a Cs-131
      brachytherapy seed, and is currently producing and marketing a Titanium (Ti)
      encapsulated Cs-131 brachytherapy seed;

     

    Iso
      wishes to obtain the right to produce polymer encapsulated Cs-131 brachytherapy
      seeds and to use, sell or otherwise dispose of such products in the U.S.A.
      under
      the intellectual property rights related to the IBt proprietary
      technology;

     

    The
      Parties have entered into a Letter of Intent dated 15 December 2005 according
      to
      which IBt would grant to Iso a license to produce certain products under the
      aforementioned intellectual property rights and the parties desire to document
      the terms and conditions of this license.

     

    
      
        
        

      

      
        Page
          2

        
          

        

      

      
        
        

      

    

     

    NOW,
      THEREFORE, 

     

    in
      consideration of the premises and mutual covenants hereinafter
      contained

     

    IT
      HAS BEEN AGREED AS FOLLOWS:

     

    1         
      DEFINITIONS

     

    In
      this
      Agreement (including the Schedules) the following capitalised words and
      expressions shall have the following meanings whether used in the singular
      or in
      the plural:

     

    "Agreement"
      means
      the present license agreement including the Schedules.
      

     

    "Confidential
      Information"
      shall
      mean confidential or proprietary information of one of the Parties. Confidential
      Information may be in written, graphic, oral, physical or any other possible
      form and may include scientific knowledge, know-how, processes, inventions,
      techniques, formulae, products, business operations, customer requirements,
      designs, sketches, photographs, drawings, specifications, reports, studies,
      findings, data, plans or other records, biological materials, and/or software,
      and, in the case of IBt, includes, among others, the information listed in
      Schedule
      3,
      and, in
      the case of Iso, includes, among others, the information listed in Schedule
      4.
      

     

    "Intellectual
      Property Rights"
      shall
      mean collectively the Know-How, the Licensed Patents, the industrial models,
      designs or copyrights which are vested in IBt or which IBt is entitled to use
      or
      which IBt may acquire or acquire the right to use.

     

    "Know-How"
      shall
      mean technical and commercial information, relating to or useful in connection
      with the Licensed Patents, and the manufacture, use and sale of polymer seeds
      on
      the basis of said Licensed Patents, as further specified in Schedule
      1.
      

     

    "Licensed
      Patents"
      shall
      mean the patents and patent applications specified in Schedule
      2.

     

    "Net
      Sales"
      with
      respect to a Product shall mean the gross amount billed or invoiced on sales
      of
      such Product by Iso less returns. The sale or transfer by Iso to a sub-licensee
      or distributor shall not be considered as a sale for the purpose of this
      definition, but the resale by such sub-licensee or distributor to third parties
      shall be the Net Sale.

     

    "OptiSeed"
      shall
      mean the polymer based seed fabricated by IBt on the basis of the Licensed
      Patents.

     

    "Person"
      shall
      mean any person, firm, corporate or unincorporated association, body or entity,
      excluding IBt or Iso.

     

    "Personnel"
      shall
      mean and includes any individual or company a Party employs as a partner,
      employee or independent contractor.

     

    "Products"
      shall
      mean a brachytherapy devices containing the isotope Cs-131 to be used for the
      therapy of any malignant tumor type for which Iso has received clearance to
      market in the Territory and (i) embodying at least one claim of one or more
      of
      the Licensed Patents and/or (ii) manufactured or used using the
      Know-How.

     

    "Schedule"
      shall
      mean an appendix to the present license agreement.

     

    "Territory"
      shall
      mean the United States of America.

     

    
      
        
        

      

      
        Page
          3

        
          

        

      

      
        
        

      

    

     

    2            
      GRANT
      OF LICENSE

     

    
      	 	
              2.1

            	
              IBt
                hereby grants to Iso an exclusive license under the Intellectual
                Property
                Rights in order to manufacture, have manufactured, promote, use and
                sell
                the Products in the Territory subject as hereinafter
                provided.

            


    

     

    
      	 	
              2.2

            	
              Iso
                intends to develop, produce and commercialize a Cs-131 containing
                polymer
                encapsulated seed and stranding to be used in conjunction with said
                Cs-131
                polymer encapsulated seed under this license. Should Iso decide to
                develop, produce and / or commercialize any other device falling
                within
                the definition of the “Products”, example; Cs-131 containing microspheres
                or Cs-131 containing brachytherapy sources in a form other than seeds
                (collectively, “Other Devices”), Iso agrees to inform IBt of its intention
                and further agrees not to proceed with such development without the
                written consent of IBt, such consent not to be unreasonably withheld
                and
                all development, production and commercialization of Other Devices
                shall
                be pursuant to the terms and conditions of this Agreement. Subsequently
                in
                this agreement, any reference to Products shall be understood to
                include
                Other Devices as Products.

            


    

     

    
      	 	
              2.3

            	
              The
                rights and licenses granted by IBt to Iso under Article 2.1
                may not be transferred or sublicensed by Iso without the prior written
                consent of IBt.

            


    

     

    
      	 	
              2.4

            	
              No
                license is granted by IBt for any other isotope than Cs-131 and for
                any
                other territory.

            


    

     

    
      	 	
              2.5

            	
              The
                license provided under this Article 2 shall only take effect in the
                event the feasibility phase referred in Article 3.1 is terminated
                with a positive confirmation, as provided in
                Article 3.1.1.

            


    

     

    3             
      FEASIBILITY
      PHASE AND CONFIRMATION 

     

    
      	 	
              3.1

            	
              Because
                the most technologically challenging task in the development of the
                Products is, according to the Parties, the formulation of an ink
                containing the required Cs-131 activity, the Parties agree to perform
                the
                Agreement in two steps as
                follows :

            


    

     

    3.1.1     Feasibility
      phase

     

    As
      soon
      as possible after the signing of the Agreement, technical teams of IBt and
      Iso
      shall meet at the offices of Iso to discuss requirements, constraints and
      potential candidate materials for the formulation of an acceptable Cs-131 ink.
      These meetings will be held for a maximum of three days and will be
      attended by two representatives of IBt, including John Carden.

     

    Immediately
      after these meetings, Iso representatives will further study the feasibility
      of
      the project contemplated in this Agreement and will confirm in writing to IBt
      by
      28 February 2006 at the latest, whether they believe in good faith that the
      project is feasible in their views and whether they want to go further into
      the
      implementation of the Agreement.

     

    
      
        
        

      

      
        Page
          4

        
          

        

      

      
        
        

      

    

     

    3.1.2     Final
      development

     

    Upon
      a
      positive written confirmation of Iso pursuant to Article 3.1.1, the Parties
      will further perform the Agreement and will collaborate in good faith to assess
      how to proceed with the development of the final ink, based on the outcome
      of
      the feasibility phase. This final development phase will be performed by Iso
      with assistance by IBt, should IBt agree to provide such assistance.
[ **]

     

    3.1.3     Absence
      of a positive confirmation

     

    Should
      Iso reach in good faith the conclusion that the project is not feasible and
      send
      a negative notification to IBt by the date provided in Article 3.1.1, IBt
      will pay back to Iso 25,000 out of the 50,000 already paid by Iso
      according to Article 5.7 and this Agreement shall automatically terminate,
      with
      the consequences provided in Article 15. Should Iso fail to provide
      notification, either positive or negative, by the date provided in
      Article 3.1.1, the Parties agree that this shall be construed as a positive
      notification and the program shall proceed as specified in this
      document.

     

    4             
      PROVISION
      OF KNOW-HOW AND TECHNICAL ASSISTANCE

     

    
      	 	
              4.1

            	
              IBt
                shall disclose to Iso the Know-How as shall be necessary to enable
                Iso to
                perform the feasibility phase defined in Article 3 and then to enable
                Iso to manufacture, use and sell the Products, as provided
                below:

            


    

     

    4.1.1     Facility
      design, preparation and commissioning:

     

    IBt
      will
      provide specifications for the equipment to be used by Iso and recommend
      suppliers for such equipment. Iso will place orders [**] for such equipment,
      shipping, any taxes or duty and any other costs associated with obtaining,
      installing or commissioning the required equipment.

     

    IBt
      will
      provide access to [**]. The object of this technical assistance is to provide
      to
      Iso the skills required to install and commission its in-house Cs-131 polymer
      seed fabrication area. 

     

    The
      duration of this assistance period will be [**] and will be ended when IBt
      will
      have reached the objective and reasonable conclusion that all the necessary
      information has been provided to Iso, with a two (2) week notice to Iso. If
      required and when needed, IBt will, on a best effort basis, assist Iso in this
      process at the facilities of Iso [**].

     

    4.1.2      Manufacturing
      procedures

     

    IBt
      will
      provide Iso access to its relevant OptiSeed manufacturing procedures on an
      "as
      is" basis and without implied guarantee concerning their suitability for the
      manufacture of a Cs-131 polymeric seed. It will be the sole responsibility
      of
      Iso to decide what procedures are appropriate to use for its manufacturing
      process and how, if at all, they should be applied.

     

    
      
        
          

        

        
          [**]Certain
            information in this document has been omitted and filed separately with
            the
            Securities and Exchange Commission. Confidential
            treatment
            has been
            requested with respect to the omitted
            portions.

        

      

    

     

    
      
        
        

      

      
        Page
          5

        
          

        

      

      
        
        

      

       

    

     4.1.3     Regulatory

     

     IBt
      will provide Iso [**]
      and,
      within the limits specified in agreements between IBt and third parties, [**].
      

     

    
      	 	
              4.2

            	
              The
                Know-How and the information provided by IBt or developed in cooperation
                with IBt pursuant to the Agreement shall be used by Iso solely for
                the
                purpose of the development, manufacture, use and sale of the Products
                in
                the Territory during the term of this
                Agreement.

            


    

     

    
      	 	
              4.3

            	
              Where
                Iso's Personnel attend at the premises of IBt, Iso shall
                [**].

            


    

     

    5            
      FEES
      AND ROYALTIES

     

    In
      consideration for the rights granted to Iso pursuant to this Agreement, Iso
      shall pay to IBt license fees (the "License Fee") and royalties as determined
      below:

    
       

    

    
      
        
          	 	5.1 	License
                  Fee:


        

        
          	 	 	 


        

        
          	 	 	The
                  License Fee amounts to $500,000, including the upfront payment
                  of $50,000
                  referred to in Article 5.7, the remaining of which Iso shall pay
                  to IBt as
                  follows: $225,000 no later than March 5, 2006 and
                  (ii) $225,000
                  no
                  later than August 15, 2006.


        

        
          	 	 	 


        

        
          	 	 	Except for 50 % of the upfront payment referred to
                  in Article 5.7, the License Fee shall not be refundable for whatever
                  reason and shall in all cases be and remain the sole property of
                  IBt.


        

        
          	 	 	 


        

        
          	 	5.2	Royalties on sales:


        

        
          	 	 	 


        

        
          	 	 	Iso shall pay to IBt royalties equal to the
                  larger of the
                  Royalty on Net Sales as calculated in 5.3 below or the Minimum
                  Royalties
                  as mentioned in the following
                  table:


        

      

       

    

    
      
             
          

      

    

    
      	Year	 	Minimum
              Royalties 	 	Minimum Royalties
	 	 	             
              (Annual) 	 	             
              (Quarterly)
	 	 	 	 	 
	2006	 	             
              Initial license fee	 	 
	 	 	 	 	 
	2007	 	             
              $400,000       	 	             
              $100,000
	 	 	 	 	 
	2008 through 2009 	 	             
              $600,000 	 	             
              $150,000
	 	 	 	 	 
	2010 through
              end       	 	             
              $800,000   	 	             
              $200,000


    

     

    
      
        
          
            
              	 	5.3	Royalty
                      payment as a function of Net Sales
                      revenue:


            

            
              
                	 	 	 


              

              
                	 	 	 


              

              
                	 	 	Year


              

              
                	 	 	 


              

              
                
                  	 	 	Net Sales                          Royalty
                          Rate


                

                
                  	 	 	 


                

              

              
                	 	 	[**]


              

            

          

        

      

    

     

    
      

    

    [**]Certain
      information in this document has been omitted and filed separately with the
      Securities and Exchange Commission. Confidential
      treatment
      has been
      requested with respect to the omitted portions.

    
       

      
        
        

      

      
        Page
          6

        
          

        

      

      
        
        
                

    

    
      
        	 	
                5.4 

              	The License Fee and the royalty payments shall
                be paid to
                IBt in USD in Belgium [**], or at such other place as IBt may reasonably
                designate consistent with the laws and regulations controlling in
                any
                foreign country. 


      

      
        	 	 	 


      

      
        	 	5.5 	Royalty payments shall be made by Iso on a quarterly
                basis with payment received by IBt no later than the 45 days following
                the
                end of the quarter and with submission of the reports required by
                Article
                6. All amounts due under this Agreement shall, if overdue, automatically
                bear interest until payment at a per annum rate of eight percent
                (8%)
                above the prime rate in effect at the European Central Bank published
                on
                the due date. The payment of such interest shall not foreclose IBt
                from
                exercising any other rights it may have resulting from any late
                payment.  


      

      
        	 	 	 


      

      
        	 	
                5.6

              	
                Any
                  failure or any delay by Iso of more than 60 days to fully pay the
                  License
                  Fee or the annual royalties owed to IBt as specified in this
                  Article 5 shall entitle IBt to terminate the Agreement in accordance
                  with Article 14.1 below. In this case, IBt shall have a first right
                  of
                  refusal to purchase from Iso all of the equipment used in the production
                  of the Products at book value and shall have access to the relevant
                  records and books of Iso to check that book value, as provided
                  in
                  Article 6. In the event IBt exercises this right of first refusal,
                  IBt shall have no right to produce the Products or use the equipment
                  for
                  production of the Products.

              


      

      
        	 	 	 


      

      
        	 	5.7	Upfront
                payment 


      

    

     

    5.7.1    Upon
      signing of the Letter of Intent referred to in the preamble, Iso has paid to
      IBt
      an upfront payment on the License Fee defined in Article 5.1 of
      $50,000.

     

    5.7.2    If
      a
      negative conclusion is reached in good faith by Iso at the end of the
      feasibility phase in accordance with Article 3.1.3 with the consequence
      that Iso believe that an acceptable ink solution cannot be developed for Cs-131
      seeds, $25,000 out of this upfront payment shall be reimbursed by IBt to Iso
      upon receipt of the notification mentioned in Article 3.1.3. 

     

    
      	
              6

            	 	
              REPORTS
                AND RECORDS

            


    

     

    
      	 	
              6.1

            	
              Iso
                shall keep records containing all particulars necessary to show the
                amounts payable to IBt under the Agreement. The books of account
                shall be
                kept at Iso's principal place of business. The books and supporting
                data
                shall be open at all reasonable times for three (3) years following
                the
                end of the calendar year to which they pertain, for inspection by
                IBt or
                its agents to the extent necessary to verify Iso's royalty statement
                or
                compliance in other respects with this Agreement, provided, however,
                that
                such inspection shall take place no more frequently than once every
                six
                (6) months. Iso agrees to permit such books and records to be examined
                at
                ordinary business hours with reasonable prior notice to Iso. Such
                examination is to be made under appropriate confidentiality restrictions,
                at the expense of IBt, except that if such inspection leads to the
                discovery of discrepancy in reporting which is greater than five
                percent
                (5%) to IBt's detriment, Iso agrees to pay the full cost of such
                inspection.

            


    

    
      
         

        
          
            

          

          
            [**]Certain
              information in this document has been omitted and filed separately
              with the
              Securities and Exchange Commission. Confidential
              treatment
              has been
              requested with respect to the omitted
              portions.

          

        

      

       

      
        
          
          

        

        
          Page
            7

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              6.2

            	
              Iso
                shall provide to IBt a written annual report on or before 31 January
                of
                each calendar year. The annual report shall summarize progress on
                research
                and development, regulatory approvals, manufacturing, sublicensing
                if
                authorised, marketing and sales during the preceding twelve (12)
                months,
                and plans for the coming year. 

            


    

     

    
      	 	
              6.3

            	
              [**] 

            


    

     

    7        
      PROPRIETARY RIGHTS ON DEVELOPMENTS

     

    
      	 	
              7.1

            	
              The
                Intellectual Property Rights and all new intellectual property rights
                or
                know how developed by either Party during the performance of the
                Agreement
                in connection with the formulation, preparation and rationale for
                the
                composition and the processing selection of the ink shall remain
                the
                exclusive property of IBt. However, these rights will be automatically
                licensed to Iso pursuant to this Agreement for its use in the fabrication
                of Cs-131 seeds exclusively and their sale in the Territory and for
                the
                duration of this Agreement.

            


    

     

    
      	 	
              7.2

            	
              Any
                intellectual property right or know how developed in relation to
                the
                production, separation and purification of Cs-131 for use in a
                brachytherapy device shall remain the exclusive property of Iso and
                shall
                not be used by IBt without the express prior consent of
                Iso.

            


    

     

    8    INFRINGEMENT

     

    
      	 	
              8.1

            	
              Iso
                shall forthwith give notice in writing to IBt of any infringement
                or
                suspected or threatened infringement in the Territory of the Intellectual
                Property Rights that shall at any time during the term of this Agreement
                come to its knowledge.

            


    

     

    
      	 	
              8.2

            	
              IBt
                and Iso shall thereupon discuss what steps should be taken to prevent
                or
                terminate such infringement, including the institution of legal
                proceedings where necessary.

            


    

     

    
      	 	
              8.3

            	
              If
                it is decided to take any such steps, Iso and IBt shall provide or
                procure
                to the other Party such assistance (including the furnishing of documents
                and information and the execution of all necessary documents) as
                the other
                Party may reasonably request.

            


    

     

      
        

      

    

    
      [**]Certain
        information in this document has been omitted and filed separately with the
        Securities and Exchange Commission. Confidential
        treatment
        has been
        requested with respect to the omitted portions.

       

      
        
          
          

        

        
          Page
            8

          
            

          

        

        
          
          

        

      

    

     

    9    MAINTENANCE
      OF THE INTELLECTUAL PROPERTY
      RIGHTS

     

    IBt
      shall
      pay all costs and fees and do all such acts and things as may be reasonably
      necessary to obtain the registration of and shall during the period of this
      Agreement pay all renewal fees and do all such acts and things as may
      be
      necessary to maintain the Intellectual Property Rights.

     

    10    CONFIDENTIALITY

     

    
      	 	
              10.1

            	
              Each
                Party shall use the Confidential Information disclosed by the other
                Party
                ("Disclosing
                Party")
                only for the execution of the Agreement and shall not otherwise use
                or
                exploit the Disclosing Party's Confidential Information for its own
                benefit or the benefit of another party without the prior written
                consent
                of the Disclosing Party. The Party receiving Confidential Information
                ("Receiving
                Party")
                shall not file or (try to) obtain any intellectual property rights
                on
                results or ideas arising from the evaluation of Confidential
                Information.

            


    

     

    
      	 	
              10.2

            	
              The
                Receiving Party undertakes to the Disclosing Party that for the period
                of
                this Agreement and thereafter it shall keep and it shall procure
                that its
                Personnel keeps secret and confidential the Confidential Information
                communicated to it by the Disclosing Party and shall not disclose
                the same
                or any part thereof to any person whatsoever other than to its Personnel
                directly concerned with the execution of the Agreement provided that
                before any such disclosure the Receiving Party shall procure that
                its
                Personnel concerned shall execute a confidentiality undertaking in
                a form
                approved by the Disclosing Party.

            


    

     

    
      	 	
              10.3

            	
              The
                Receiving Party will only make copies of the Confidential Information
                if
                strictly required for the execution of the Agreement.
                

            


    

     

    
      	 	
              10.4

            	
              All
                obligations created by this Article 10 shall remain in full force
                and
                effect during twenty (20) years after the date of disclosure of the
                Confidential Information. Notwithstanding this Agreement, the Receiving
                Party may use or disclose Confidential Information of the Disclosing
                Party
                to the extent it is clearly able to demonstrate, by clear and convincing
                evidence, that such Confidential
                Information:

            


    

     

    (a) was
      in
      the public domain or the subject of public knowledge at the time of disclosure,
      or becomes part of the public domain or the subject of public knowledge through
      no fault, negligence or breach of contract of the Receiving Party or any party
      to whom the Receiving Party has disclosed the Confidential
      Information;

     

    (b) was
      lawfully in its possession or in the possession of its affiliates and known
      to
      it prior to disclosure as evidenced by documents antedating the date of
      disclosure;

     

    (c) becomes
      available to the Receiving Party or its affiliates from a third party not in
      breach of a legal obligation of confidentiality in respect hereof;

     

    (d) was
      subsequently and independently developed as shown by written records by its
      Personnel who had no knowledge of such information, or

     

    (e) was
      required to be disclosed by law, court or governmental order, provided that
      the
      Receiving Party in such case shall immediately notify the Disclosing Party
      in
      writing of such obligation and shall provide adequate opportunity to the
      Disclosing Party to object to such disclosure or request confidential treatment
      thereof.

     

    Exceptions
      (a) through (e) shall not permit the Receiving Party to disregard the
      obligations of confidentiality herein merely because individual portion(s)
      of
      the Confidential Information may be found within such exceptions, or because
      the
      Confidential Information is implicitly but not explicitly disclosed in
      Confidential information falling within such exceptions.

     

    
      
        
        

      

      
        Page
          9

        
          

        

      

      
        
        

      

    

     

    
      	 	
              10.5

            	
              During
                the period of this Agreement and at any time thereafter the Receiving
                Party agrees that it will, upon the request of the Disclosing Party
                but at
                its own expense, take such steps as the Disclosing Party may require
                to
                enforce any such confidentiality undertaking given by Personnel of
                the
                Receiving Party, including in particular but without prejudice to
                the
                generality of the foregoing obligation, the initiation and prosecution
                of
                any legal proceedings and the enforcement of any judgement obtained.
                All
                such steps as aforesaid to be taken by the Receiving Party shall
                be taken
                as expeditiously as possible and the Receiving Party agrees that
                in
                respect of its obligation to enforce such confidentiality undertakings
                as
                aforesaid time shall be of the essence in complying with the requirements
                of the Disclosing Party. 

            


    

     

    
      	 	
              10.6

            	
              All
                Confidential Information disclosed pursuant to this Agreement shall
                be and
                remain the Disclosing Party's property. Upon termination for any
                reason or
                expiry of the Agreement, all the Confidential Information and all
                copies
                thereof shall be immediately returned to the Disclosing Party upon
                its
                request, or destroyed at its
                option.

            


    

     

    
      	
              11

            	
              LIABILITIES
                AND WARRANTIES

            


    

     

    
      	 	
              11.1

            	
              Except
                as otherwise provided in this Agreement, each Party shall at all
                times
                during the term of this Agreement and thereafter, indemnify, defend
                and
                hold the other Party or, as the case may be, any other prejudiced
                party,
                harmless against all claims, liabilities, damages, expenses or costs
                (including attorneys’ and experts’ fees) of any kind whatsoever, arising
                out of a breach by this Party of its obligations under this Agreement.
                In
                addition, Iso shall be liable for any negligence, act or omission
                of its
                Personnel and any other third party having obtained information regarding
                the Agreement from Iso which would result in the infringement of
                the
                Intellectual Property Rights or the other rights of IBt.
                In
                addition, IBt shall be liable for any negligence, act or omission
                of its
                Personnel and any other third party having obtained information regarding
                the Agreement from IBt which would result in the infringement of
                the
                intellectual property rights or the other rights of Iso.

            


    

     

    
      	 	
              11.2

            	
              Except
                as otherwise provided in this Agreement, IBt, its Personnel and affiliates
                make no warranties of any kind, including but not limited to warranties
                of
                merchantability, fitness for a particular purpose, feasibility of
                the
                project contemplated under this Agreement, validity of Licensed Patents.
                Nothing in this Agreement shall be construed as a warranty that the
                practice by Iso of the Licensed Patents shall not infringe the
                intellectual property rights of any third party. IBt, its Personnel
                and
                affiliates shall not be liable for indirect damages except if due
                to their
                will-full misconduct. IBt's liability under the Agreement shall in
                any
                event be limited to the amounts paid by Iso to IBt under the
                Agreement.

            


    

     

    
      
        
        

      

      
        Page
          10

        
          

        

      

      
        
        

      

    

     

    12    FORCE
      MAJEURE

     

    
      	 	
              12.1

            	
              It
                is agreed that neither IBt nor Iso shall be liable under this Agreement
                for delay or failure to carry out its provisions to the extent that
                such
                failure is caused by sabotage, fire, flood, acts of God, civil commotions,
                strikes, slow-downs or industrial action of any kind, riots,
                insurrections, wars, acts of any governmental authority, priorities
                granted at the request or for the benefit directly or indirectly
                of any
                government agency or any cause (whether similar to the foregoing
                or not)
                beyond their respective control. IBt or Iso (as the case may be)
                shall
                promptly inform the other of the existence of such conditions of
                force
                majeure and they shall consult together to find a mutually acceptable
                solution.

            


    

     

    13    TERM

     

    
      	 	
              13.1

            	
              The
                license and the other rights granted under this Agreement are, unless
                terminated by the provisions of Article 14 hereof, granted for fifteen
                (15) years from the date of signing. At the end of this fifteen (15)
                year
                term, the Agreement may be extended for further five (5) year periods
                upon
                mutual written agreement of the
                Parties.

            


    

     

    14    EARLY
      TERMINATION

     

    Without
      prejudice to any other rights that it may have under the terms of this Agreement
      or pursuant to the law, IBt may, at its option, immediately terminate this
      Agreement and the license therein granted forthwith by notice in writing to
      such
      effect and without intervention of a court ("de plein droit"):

     

    
      	 	
              14.1

            	
              if
                Iso fails to pay the License Fee or the annual royalties owed to
                IBt as
                required in Article 5;

            


    

     

    
      	 	
              14.2

            	
              if
                Iso is in material or persistent breach of any of the terms and conditions
                of this Agreement and, if such breach is capable of remedy, fails
                to
                remedy the same within thirty (30) days after receiving written notice
                from IBt specifying the default and requiring it to be remedied;
                or

            


    

     

    
      	 	
              14.3

            	
              if
                Iso is placed into voluntary or compulsory liquidation or compounds
                with
                its creditors or has a receiver appointed of all or any part of its
                assets
                or takes or suffers any similar action in consequence of
                debt.

            


    

     

    15    CONSEQUENCES
      OF TERMINATION

     

    
      	 	
              15.1

            	
              In
                the event of termination of this Agreement howsoever arising, Iso
                shall,
                at its own costs, return promptly to IBt all technical material including
                but not limited to production records in its possession relative
                to the
                development or the manufacturing of the Products, the Intellectual
                Property Rights, the Know-How, Confidential Information owned by
                IBt, and
                any other proprietary rights of IBt developed in the meantime, and
                all
                copies thereof. Also in the event of termination of this Agreement
                howsoever arising, IBt shall, at its own costs, return promptly to
                Iso all
                technical material including but not limited to production records
                in its
                possession relative to the development or the manufacturing of the
                Products, Iso's intellectual property rights, Iso's know-how, Confidential
                Information owned by Iso, and any other proprietary rights of Iso
                developed in the meantime, and all copies thereof. For the avoidance
                of
                doubt, the Parties stress and agree that this will include any
                documentation, production records or any other materials that might
                allow
                a third party to replicate a polymer seed production process.
                

            


    

     

    
      
        
        

      

      
        Page
          11

        
          

        

      

      
        
        

      

    

     

    
      	 	
              15.2

            	
              In
                the event of termination or expiry of this Agreement howsoever arising,
                all rights and licences granted to Iso hereunder shall cease automatically
                to be of any force and effect.

            


    

     

    
      	 	
              15.3

            	
              Without
                prejudice to Article 5.5, in the event of termination or expiry of
                this Agreement howsoever arising, Iso may complete the sale of the
                Products, provided that Iso shall liquidate such stocks with due
                diligence
                and under the supervision of IBt and
                provided, however, all sums due to IBt have first been
                paid.

            


    

     

    
      	 	
              15.4

            	
              Termination
                shall be without prejudice to (a) IBt's rights and obligations pursuant
                to
                Article 5
                (Royalties and Fees) to the extent that the obligation to pay the
                License
                Fee or any royalties has arisen but said royalties and/or License
                Fee have
                not yet been paid, and (b) IBt' rights and Iso's obligations pursuant
                to
                Article 7 (Proprietary Rights on Development), Article 9
                (Maintenance of Intellectual Property Rights), Article 10
                (Confidentiality) and (c) IBt' and Iso's rights and obligations pursuant
                to Article 6 and 11 (Reports and Liabilities and
                warranties).

            


    

     

    
      	 	
              15.5

            	
              Termination
                shall be without prejudice to any cause of action or claim of IBt
                accrued
                or to accrue because of any breach or default by Iso. Termination
                shall be
                without prejudice to any cause of action or claim of Iso accrued
                or to
                accrue because of any breach or default by
                IBt.

            


    

     

    16    NON
      HIRING AND NON COMPETITION

     

    
      	 	
              16.1

            	
              Except
                as the other Party
                expressly authorizes in writing in advance, neither Party shall solicit,
                offer work to, employ, or contract with, whether as a partner, employee
                or
                independent contractor, directly or indirectly, any of the other
                Party’s
                Personnel during the Agreement or
                during the twelve (12) months thereafter. In the event of a breach,
                the
                breaching Party shall pay compensation to the non-breaching Party
                in the
                form of liquidated damages equal to the greater of one (1) year’s
                compensation either (a) offered to the Personnel by the breaching
                Party or
                (b) paid or offered to the Personnel by the non-breaching Party.
                

            


    

     

    
      	 	
              16.2

            	
              Nothing
                in the Agreement shall
                restrict Iso's ability to exploit its own intellectual property rights,
                and thus to produce, sell and provide products and services which
                in no
                way incorporate or are produced, sold or provided using the Intellectual
                Property Rights or the Know How. In the event of a dispute, Iso shall
                bear
                the burden of proving that any products which it may produce or sell
                or
                any services it may provide were produced, sold and provided without
                in
                any way using the Intellectual Property Rights or the Know How.
                

            


    

     

    
      
        
        

      

      
        Page
          12

        
          

        

      

      
        
        

      

    

     

    17    GENERAL
      PROVISIONS

     

    
      	 	
              17.1

            	
              The
                failure of either Party at any time to require performance by the
                other
                Party of any provisions of this Agreement shall in no way affect
                the right
                of such Party to require performance of any provisions. Any waiver
                by any
                Party of any breach of any provisions of this Agreement shall not
                be
                construed as a waiver of any continuing or succeeding breach of such
                provisions or any other provisions of this Agreement. The rights
                and
                remedies provided in this Agreement are cumulative and not exclusive
                of
                any rights and remedies provided by
                law.

            


    

     

    
      	 	
              17.2

            	
              Any
                provisions of this Agreement which are prohibited or unenforceable
                in any
                jurisdiction shall as to such jurisdiction be ineffective to the
                extent of
                such prohibition or unenforceability, without invalidating the remaining
                provisions hereof and any such prohibition or unenforceability in
                any
                jurisdiction shall not invalidate or render unenforceable such provisions
                in any other jurisdiction and in the event of any provisions being
                severed, there shall be deemed substituted a like provision to accomplish
                the intent of the Parties to the extent permitted by the applicable
                law save
                that if Article 10 (Confidentiality) above shall be deemed to be
                prohibited or unenforceable in whole or in part, then notwithstanding
                anything to the contrary herein, this Agreement shall forthwith cease
                and
                terminate.

            


    

     

    
      	 	
              17.3

            	
              Any
                governmental impost payable in the Territory in connection with the
                registration or approval of this Agreement shall be for the account
                of
                Iso.

            


    

     

    
      	 	
              17.4

            	
              Any
                notice or communication to be given or made hereunder shall be deemed
                to
                be properly given or made:

            


    

     

    17.4.1    Three
      (3)
      working days after being sent to the intended recipient by pre-paid recorded
      delivery post (special courier), addressed to its registered office marked
      for
      the attention of a principal officer;

     

    or

     

    17.4.2    Twenty-four
      (24) hours after the time of dispatch of a facsimile or e-mail
      message.

     

    
      	 	
              17.5

            	
              The
                rights and licenses granted by IBt in this Agreement may not be assigned
                by Iso to another party (other than a wholly owned subsidiary to
                which Iso
                may assign this License Agreement at any time); without the prior
                written
                consent of IBt.

            


    

     

    
      	 	
              17.6

            	
              This
                Agreement contains the entire agreement of the Parties hereto with
                regard
                to the object to which it refers and contains everything the Parties
                have
                negotiated and agreed upon within the framework of this
                Agreement.

            


    

     

    
      	 	
              17.7

            	
              No
                amendment or modification of this Agreement shall take effect unless
                it is
                in writing and is executed by duly authorized representatives of
                both
                Parties.

            


    

     

    
      	 	
              17.8

            	
              This
                Agreement may be executed in one or more counterparts, each of which
                when
                so executed shall be deemed to be an original, and all of which together
                shall constitute one and the same
                instrument.

            


    

     

    
      	 	
              17.9

            	
              In
                respect to the public nature of both Parties, the Parties agree to
                not
                disclose the existence or the content of this Agreement to the public
                without mutual consultation, coordination and
                consent.

            


    

     

    
      
        
        

      

      
        Page
          13

        
          

        

      

      
        
        

      

    

     

    18    GOVERNING
      LAW AND JURISDICTION

     

    This
      Agreement shall be governed by and construed and interpreted in accordance
      with
      the laws of the Grand Duchy of Luxemburg. Any litigation relating to the
      conclusion, validity, interpretation or performance of this Agreement, or of
      subsequent contracts or operations derived herefrom, as well as any other
      litigation concerning or related to the this Agreement, without any exception,
      shall be submitted to the exclusive jurisdiction of the Luxemburg
      Courts.

     

    


    AS
      WITNESS
      the
      hands of the duly authorized representatives of the Parties hereto the day
      and
      year first above written.

     

    Signed
      in
      Atlanta, Georgia, USA on February 2, 2006, in two original copies, each Party
      acknowledging having received one of these copies,

     

     

    
      
        	
                

              	 	 
	 	IBt	 	 
	 	 	 	 
	By	/s/ John Carden 	 	 
	 	
                

              	 	 
	Name 	John Carden 	 	 
	 	
                
 	 	 
	Capacity 	Chairman 	 	 
	 	
                
 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                

              	 	 
	 	Iso	 	 
	 	 	 	 
	By	/s/ Roger E. Girard	By	 
	 	
                
 	 	 
	Name	Roger E. Girard	Name	 
	 	
                
 	 	 
	Capacity	CEO/Chairman  	Capacity	 
	 	
                
 	 	 
	 	 	 	 
	 	 	 	 


      

       

       

    

    
      
        
        

      

      
        Page
          14

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      1: KNOW-HOW

     

    
      	 	
              a)

            	
              Certain
                know-how of IBt relating to the fabrication of OptiSeed and the
                formulation preparation and rationale of a jetable fluid
                (ink);

            


    

    
      	 	
              b)

            	
              identity,
                design and purpose for all equipment used in the preparation of jetable
                fluid (ink) and the identity, purpose and rationale for the choice
                of all
                equipment used in the dispensing of inks.


            


    

    
      	 	
              c)

            	
              Proprietary
                designs and techniques related to the manufacturing and processing
                of
                plastic seeds for the therapy of any malignant tumor type for which
                Iso
                has received clearance to market in the Territory.
                

            


    

    


    SCHEDULE
      2: LICENSED PATENTS

     

     

    
      	
              United
                States Patent 

            	
              6,589,502 

            
	
              Coniglione
                ,   et al. 

            	
              July
                8, 2003 

            


    

     

      
        

      

    

    Radioisotope
      dispersed in a matrix for brachytherapy 

     

    Abstract

     

    Therapeutic
      sources for use in the practice of brachytherapy are fabricated from radioactive
      composites of a radioactive powder of palladium-103, yttrium-90, phosphorus-32
      or gold-198 and a biocompatible polymeric matrix. The particles of radioactive
      powder are dispersed within the polymer essentially randomly throughout a
      particular volume. The polymeric matrix is desirably manufactured with
      pre-selected flexibility suitable to its intended use, e.g. in the form of
      a
      rod, hollow rod, suture, film, sheet, or microspheroidal particles. The
      radioactive composites produce therapeutic sources which generate a radiation
      field that is substantially uniform in all directions. The therapeutic source
      may assembled from the radioactive composite during a medical procedure to
      emit
      the desired amount of therapeutic radiation. Optionally, the polymer is selected
      to dissolve or degrade in the body at a predetermined rate, the rate chosen
      depending upon the half life of the radioisotope used in the therapeutic source.
      

     

     

    
      	
              United
                States Patent 

            	
              6,461,433 

            
	
              Carden,
                Jr. ,   et al. 

            	
              October
                8, 2002 

            


    

     

      
        

      

    

    Fluid-jet
      deposition of radioactive material 

     

    Abstract

    
      	 	
              d)

            	
              A
                method and apparatus for precisely applying radioactive material
                to a
                substrate such as a brachytherapy device is disclosed. A radioactive
                fluid
                adapted to cure rapidly is deposited as discrete dots onto a surface
                with
                a fluid-jet printhead. The apparatus comprises a fluid-jet printhead
                in
                communication with a chamber containing radioactive fluid to be applied
                by
                the printhead. The printhead is microprocessor driven, and the
                microprocessor may be provided with feedback from a station where
                the
                radioactivity deposited on a preceding substrate in a batch is measured,
                permitting the system to be recalibrated on an ongoing basis as the
                batch
                of printed devices is produced. Compensation for attenuation of radiation
                by a casing may also be made part of the feedback technique. Also
                disclosed is a brachytherapy device having printed on a surface dots
                of
                radiation-emitting material, in a pattern comprising various bands,
                dots
                or areas. Fluids suitable for printing by a fluid-jet printhead comprise
                a
                binder such as an acrylic resin or silicate, and a radioactive salt,
                compound or complex, dissolved in a radiation resistant solvent.
                Alternative fluids comprise radioactive salts, compounds, or complexes
                adsorbed onto a microparticulate carrier, or elemental microparticles,
                dispersed in a rapidly curable radiation-resistant fluid
                medium.

            


    

     

    [**]

     

    
      
        

      

      
        [**]Certain
          information in this document has been omitted and filed separately with
          the
          Securities and Exchange Commission. Confidential
          treatment
          has been
          requested with respect to the omitted
          portions.