Unassociated Document


    EXCLUSIVE
      LICENSE AGREEMENT

    


    THIS
      LICENSE AGREEMENT is made and entered into as of this ___ day of July, 2007
      (“Effective Date”), by and between Alphagenics Diaco Biotechnologies S.r.l.,
      whose corporate office is located at Statale 14km 169.5, Basovizza 34012
      Trieste, Italy ("Licensor") and GRANT LIFE SCIENCES, INC., a Nevada corporation
      with its principal place of business at 3550 Wilshire Boulevard, 17th
      Floor,
      Los Angeles, California 90010 USA (hereinafter referred to as "Licensee").
      

    


    WHEREAS,
      Licensor owns certain rights, title, and interest in and to the Licensed
      Technology (as defined herein), and

     

    WHEREAS,
      Licensee desires to obtain a license from Licensor to develop, manufacture,
      distribute and sell products based on the Licensed Technology and Licensor
      desires to grant such license, on the terms and subject to the conditions
      contained herein. 

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and premises contained
      herein, the receipt and sufficiency of which is hereby acknowledged, the Parties
      hereto agree as follows:

     

    ARTICLE
      1. DEFINITIONS

    


    The
      following terms as used herein shall have the following meaning:

    


    1.1 “Affiliate”
      shall mean any Person that, directly or indirectly through one or more
      intermediaries, controls or is controlled by or is under common control with
      a
      Person. For purposes of a corporation, company, partnership, or other legal
      entity, “control” means ownership either directly or indirectly of at least
      fifty percent (51%) of the outstanding voting equity of such entity and for
      purposes of individuals, Affiliates would include an individual’s spouse and
      minor children.

    


    
      	 	
              1.2

            	
              "Agreement"
                or "License Agreement" shall mean this
                Agreement.

            


    

     

    
      	 	
              1.3

            	
              “Authorized
                Uses” shall mean the use of the Licensed Technology to develop,
                manufacture, market, distribute and sell the Licensed Products in
                accordance with this Agreement.

            


    

    


    
      	 	
              1.4

            	
              "Exclusive
                Licensed Territory" shall be exclusive
                for sales in the United States, Taiwan, Hong Kong, and
                China.

            


    

    


    
      	 	
              1.5

            	
              “Licensed
                Products” shall mean products or services, the development, manufacture,
                use or sale of which would require the use of Licensed
                Technology.

            


    

    


    
      	 	
              1.6

            	
              “Licensed
                Technology” shall mean the
                following:

            


    

    


    
      	 	
              (a)

            	
              the
                AlphaWatch HPV typing test (screening);


            


    

     

    
      	 	
              (b)

            	
              AlphaType
                I HPV typing tests;

            


    

     

    
      	 	
              (c)

            	
              AlphaType
                II HPV typing tests; 

            


    

     

    
      	 	
              (d)

            	
              IP
                or CE mark; and

            


    

     

    
      	 	
              (e)

            	
              all
                trade secrets and know-how with respect to the
                foregoing.

            


    

     


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    


     

    
      	
            	1.7	
              “Net
                Sales” means the amounts invoiced by Licensee and its Affiliates for the
                sale of Licensed Products to customers and distributors, less qualifying
                costs directly attributable to such sale and actually identified
                on the
                invoice. Such qualifying costs shall be limited to the
                following:

            


    

    


    
      	 	
              (a)

            	
              Customary
                trade, quantity, cash and prompt payment discounts to wholesalers
                and
                distributors; 

            


    

    


    
      	 	
              (b)

            	
              Credits
                or refunds, not exceeding the original invoice amount, for claims,
                rejections and returns made by customers or
                distributors;

            


    

    


    
      	 	
              (c)

            	
              Actual
                outbound transportation costs and transportation insurance
                premiums;

            


    

    


    
      	 	
              (d)

            	
              Any
                taxes or other governmental charges levied on the production, sale,
                transportation, delivery, or use of any Licensed Material or Licensed
                Products, paid by or on behalf of Licensee, any Affiliate of Licensee,
                or
                a Sublicensee; 

            


    

    


    
      	 	
              (e)

            	
              Bad
                debts and any cost of collection; and


            


    

    


    
      	 	
              (f)

            	
              Costs
                incurred by Licensee for providing samples of Licensed Products to
                customers in reasonable and customary
                amounts.

            


    

    


    In
      any
      transfers of Licensed Products between Licensee and its Affiliate, Net Sales
      shall be calculated based on the final sale of the Licensed Products to an
      unrelated third party. In the event that Licensee or an Affiliate of the
      Licensee receives non-cash consideration for any Licensed Products, Net Sales
      shall be calculated based on the fair market value of such consideration, as
      reasonably determined by the Licensee. 

    


    
      	 	
              1.8

            	
              "Non-Exclusive
                Licensed Territory" shall be non-exclusive
                for sales in the entire world, other than sales in the Exclusive
                Licensed
                Territory.

            


    

    


    
      	 	
              1.9

            	
              "Person”
                means an individual or corporation, partnership, trust, incorporated
                or
                unincorporated association, joint venture, limited liability company,
                joint stock company, government (or an agency or subdivision thereof)
                or
                other entity of any kind.

            


    

    


    
      	 	
              1.10

            	
              “Sublicensee”
                means and Person granted a license by Licensee for Authorized Uses
                of the
                Licensed Technology.

            


    

     

    ARTICLE
      2. GRANT OF LICENSE

    


    2.1 License.
      Subject
      to the terms hereof, Licensor hereby grants to Licensee an exclusive license
      to
      the Licensed Technology, within the Exclusive Licensed Territory and a
      non-exclusive license to the Licensed Technology, within the Non-Exclusive
      Licensed Territory, including the right to grant sublicenses thereto, for
      Authorized Uses.
      In
      order to ensure that Licensee can use the license for the Authorized Uses,
      Licensor shall supply the Licensee with know-how, standard operating procedures,
      any and all constructs, any and all clones, any and all recombinant proteins,
      any and all antibodies, any and all equipment, reagents and other such materials
      as required to utilize the Licensed Technology for the Authorized
      Uses.


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    


    


    2.2 Exclusivity.

    


    (a) Except
      as
      otherwise provided in this Article 2, during the term hereof, Licensor shall
      not, directly or indirectly, (i) sell or distribute any Licensed Products in
      the
      Exclusive Licensed Territory other than to or through Licensee, or (ii) use
      or
      grant any other license for the use of the Licensed Technology in the Exclusive
      Licensed Territory in connection with any Authorized Uses; provided,
      however,
      that
      nothing contained herein shall prevent Licensor or its Affiliates or any of
      their other distributors or licensees from (A) manufacturing, selling or
      distributing in the Exclusive Licensed Territory goods of all types and
      descriptions other than Licensed Products or (B) manufacturing, selling or
      distributing Licensed Products in the Non-Exclusive Licensed
      Territory.

    


    (b) All
      products, other than Licensed Products, manufactured and/or sold by Licensee
      shall be distinguished from Licensed Products, and Licensee shall avoid
      confusing similarity between such other products and Licensed Products. In
      furtherance of the foregoing, Licensee shall not manufacture and/or sell any
      products (other than Licensed Products) that are equivalent or higher quality
      than Licensed Products or are otherwise directly competitive in the marketplace
      with Licensed Products.  

    


    2.3 Sublicensing.
      Licensee will have the exclusive right to grant sublicenses of the Licensed
      Technology with respect to the Authorized Uses, consistent with the terms and
      conditions of this Agreement provided that as between Licensor and Licensee,
      Licensee will be responsible for the enforcement of such terms and conditions.
      Except as Licensor may in its discretion otherwise agree in writing, any
      sublicense granted by Licensee under this Agreement will provide for termination
      upon termination of this Agreement. Licensee will provide to Licensor notice
      of
      all intended sublicense agreements and
      provide copies of all such sublicense agreements at least ten (10) days in
      advance of final signature, for consent of Licensor, such consent not to be
      unreasonably withheld and to be acted on in an expeditious manner.

    


    ARTICLE
      3. OPERATIONS UNDER THE LICENSE

     

    3.1 Licensee
      shall use its commercially reasonable best efforts throughout the term of this
      Agreement to promote the sale, marketing and distribution of the Licensed
      Products, and to manufacture, supply, and market the Licensed Products in the
      Exclusive Licensed Territory. Except as expressly set forth in this Agreement,
      Licensee will be solely responsible for the manufacturing, selling, marketing
      and distribution of the Licensed Products. 

     

    3.2 In
      addition to any other Authorized Uses hereunder, Licensee shall have the right,
      at its own expense, to develop the licensed technology into specific tests
      for
      HPV types 6, 11, 16 and 18 and Licensor hereby agrees to provide reasonable
      efforts to assist Licensee in such Authorized Uses of the Licensed Technology
      and in obtaining CE marks for the newly developed Licensed
      Products.

     

    3.3 Licensee
      shall have the right, at its own expense, to apply for additional patents
      relating to the Licensed Technology, which shall be owned by Licensor, but
      included within the grant of the license for Authorized Uses hereunder. Licensor
      shall use its best efforts to cooperate with Licensee in obtaining any such
      patent. 


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    


    ARTICLE
      4. CONSIDERATION FOR LICENSE

    


    For
      the
      (i)the AlphaWatch HPV typing test (screening); (ii) AlphaType I HPV typing
      tests, and the (iii) AlphaType II HPV typing tests; total compensation for
      Licesnor for each test will be fifteen thousand ($15,000) plus a royalty on
      Net
      Sales. 

     

    


    4.1 License
      Fee.
      Licensee hereby agrees to pay Licensor a twenty thousand ($20,000) dollars
      fee
      in connection with the use of each of the following Licensed Technology: (i)
      the
      AlphaWatch HPV typing test (screening); (ii) AlphaType I HPV typing tests,
      and
      the (iii) AlphaType II HPV typing tests, for an aggregate fee of sixty thousand
      ($60,000) dollars (the “Licensing Fee”). Such Licensing Fee shall be paid to the
      Licensor in accordance with the following schedule:

    


    (a) $20,000
      upon execution of this Agreement;

    


    (b) $6,666,.67
      upon the completion of the validation of the primers for each of the foregoing
      Licensed Technology, for an aggregate of up to $20,000; and

    


    (c) $6,666.67
      upon Licensee obtaining a CE for each of its products relating to the foregoing
      Licensed Technology, for an aggregate of up to $20,000.

    


    4.2 Royalty
      On Net Sales.
      As
      further consideration for the grant of rights hereunder, Licensee will pay
      Licensor the greater of either (i) a royalty fee equal to four percent (4%)
      of
      Net Sales of Licensed Products in accordance with Article 5, or (ii) a minimum
      annual royalty for each Licensed Product of $20,000.00 per annum, once product
      sales have begun.

     

    ARTICLE
      5. REPORTS AND PAYMENTS

    


    5.1 Written
      Reports.
      Licensee shall provide Licensor with written reports and payments of all
      royalties earned by Licensor in accordance with Section 4.3, within thirty
      (30)
      days of the end of each calendar quarter for the term of this Agreement. The
      report being provided shall set forth: 

    


    
      	 	
              (a)

            	
              for
                each Licensed Product, the Net Sales during the period covered by
                such
                report; and

            


    

     

    
      	 	
              (b)

            	
              calculations
                supporting the payments due to
                Licensor.

            


    

     

    Concurrent
      with the issuance of each report, Licensee shall pay Licensor the amounts due
      for the quarter covered by such report. The delivery of the reports to the
      Licensor shall be required even if no royalties were earned or due.


    


    5.2 Payments.
      All
      monies to be paid by Licensee hereunder shall be paid in U.S. Dollars, by wire
      transfer of immediately available funds. To the extent that Net Sales received
      by Licensee in any calendar quarter are received in currencies other than U.S.
      Dollars, for purposes of calculating the royalties due hereunder, such Net
      Sales
      shall be converted to U.S. Dollars at the exchange rate existing between the
      U.S. Dollar and the relevant currency on the last day of such calendar quarter,
      as such rate is determined by the Chase Manhattan Bank of New York. Payments
      required under this Agreement shall, if overdue, bear interest until payment
      at
      a per annum rate two percent (2%) above the prime rate in effect as published
      in
      the Wall
      Street Journal
      on the
      due date. The payment of such interest shall not foreclose Licensor from
      exercising any other rights it may have because any payment is
      late.


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    


    ARTICLE
      6. CONFIDENTIALITY

    


    6.1 Licensee
      Obligations.
      Licensee shall keep the Licensed Technology confidential, except to the extent
      information needs to be disclosed for the Authorized Uses. 

    


    6.2 Licensor
      Obligations.
      Licensor shall not without the express written consent of Licensee, for any
      reason or at any time either during or subsequent to the term of this Agreement,
      disclose to third parties other than to their financial and legal advisors
      information about the sales, profits and business affairs of Licensee they
      receive access to in connection with this Agreement.

    


    ARTICLE
      7. LIMITED WARRANTY, MERCHANTABILITY AND EXCLUSION OF
      WARRANTIES

    


    Licensor
      makes no representation whatsoever with regard to the scope or commercial
      potential or profitability or income of or from the Licensed Technology or
      that
      such Licensed Technology may be exploited by Licensee or its Affiliates without
      infringing any rights of any other party. Licensor makes no covenant to defend
      any infringement charge by a third party of Licensed Technology. Licensor does
      not warrant that the Licensed Technology will meet Licensee’s or any of
      Licensee’s customer’s specific requirements. Licensee warrants that it possesses
      the necessary expertise and skill to make, and has made, its own evaluation
      of
      the capabilities, safety, utility, and commercial application of the Licensed
      Technology. 

     

    ARTICLE
      8. INDEMNIFICATION

    


    8.1 Licensee’s
      Identification.
      Licensee agrees to indemnify and hold harmless Licensor and their Affiliates
      from and against any claims by a third Person arising out of or relating to
      any
      misrepresentation, breach of warranty or non-fulfillment of any agreement on
      the
      part of Licensee under the terms of this Agreement and from any claims by a
      third Person relating to the Licensed Products; provided, however that Licensee
      shall not be required to indemnify Licensor where damages are solely caused
      by
      the fault of the Licensed Technology or the fault or negligence of the
      Licensor.

    


    8.2 Licensor’s
      Identification.
      Licensor agrees to indemnify and hold harmless Licensee and its Affiliates
      and
      their officers, directors, agents, employees or consultants, from and against
      any claims by a third Person arising out of or relating to any
      misrepresentation, breach of warranty or non-fulfillment of any agreement on
      the
      part of Licensee under the terms of this Agreement and from any claims by a
      third Person relating to the Licensed Technology; provided, however that
      Licensor shall not be required to indemnify Licensee where damages are solely
      caused by the fault of the Licensed Products or the fault or negligence of
      the
      Licensee.

    


    8.3 Indemnification
      Procedures.
      The
      following provisions shall apply to any Person seeking indemnification pursuant
      to this Article 9 (an "Indemnified Party") from or against the assertion of
      any
      claim referred to in Section 9 (a "Covered Claim").

    


    
      	 	
              (a)

            	
              The
                Indemnified Party shall give prompt notice of the Covered Claim to
                Cantor
                (the Indemnifying Party); provided,
                however,
                that failure to give prompt notice will not relieve the Indemnifying
                Party
                of any liability hereunder (except to the extent the Indemnifying
                Party
                has suffered actual material prejudice by such
                failure).

            


    

    


    
      	 	
              (b)

            	
              Within
                10 Business Days of receipt of notice from the Indemnified Party
                pursuant
                to this Section 9.3, the Indemnifying Party will have the right,
                exercisable by written notice to the Indemnified Party, to assume
                the
                defense of a Covered Claim. If the Indemnifying Party assumes such
                defense, the Indemnifying Party may select counsel, which counsel
                will be
                reasonably acceptable to the Indemnified
                Party.

            


    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    


    


    
      	 	
              (c)

            	
              If
                the Indemnifying Party:

            


    

    


    (i) does
      not
      assume the defense of any Covered Claim in accordance with this Section 9.3;
      or

    (ii) having
      so
      assumed such defense, unreasonably fails to defend against such Covered
      Claim;

    


    then,
      upon fifteen Business Days written notice to the Indemnifying Party, the
      Indemnified Party may assume the defense of such Covered Claim with counsel
      chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified
      Party, and the cost of such defense (including such counsel's reasonable fees
      and expenses) shall be paid by the Indemnifying Party.

    


    
      	 	
              (d)

            	
              The
                party controlling the defense of a Covered Claim will have the right
                to
                consent to the entry of judgment with respect to, or otherwise settle,
                such Covered Claim with the prior written consent of the other party,
                which consent will not be unreasonably withheld or delayed; provided,
                however,
                that such other party may withhold its consent if any such judgment
                or
                settlement imposes a monetary or continuing non-monetary obligation
                on the
                Indemnified Party, or does not include an unconditional release of
                the
                Indemnified Party and its affiliates from all elements of the Covered
                Claim.

            


    

    


    
      	 	
              (e)

            	
              The
                Indemnifying Party and the Indemnified Party will cooperate, and
                cause
                their respective affiliates to cooperate, in the defense or prosecution
                of
                any Covered Claim. The Indemnifying Party or the Indemnified Party,
                as the
                case may be, will have the right to participate, at its own expense,
                in
                the defense or settlement of any Covered
                Claim.

            


    

    


     

    9.4 Insurance.
      Licensee agrees to maintain such product liability and other insurance as is
      customary in its industry.

     

    


    ARTICLE
      10. REPRESENTATIONS
      AND WARRANTIES

    


    7.1 Mutual
      Representations and Warranties.
      Each
      party represents and warrants to the other that it has the full right, power
      and
      authority to enter into this Agreement and to perform all of its obligations
      hereunder, this Agreement has been duly executed and delivered by such party
      and
      constitutes a valid and binding obligation of such party in accordance with
      its
      terms, and the execution by such party of this Agreement and the performance
      of
      its obligations hereunder will not violate or result in a breach of or default
      under any contract, agreement, instrument, judgment, decree, order, ruling
      or
      statute or regulation to which such party is presently a party or by which
      it or
      its properties may be is subject.


    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    


    


    7.2 Licensor
      Rights.
      Licensor represents and warrants to Licensee that (i) Licensor owns all right,
      title and interest in and to the Licensed Technology, free and clear of all
      liens, claims and encumbrances, (ii) Licensor has full legal right, power and
      authority to execute and deliver this Agreement, and perform all of the
      transactions contemplated hereby, without conflict with, or infringement on,
      the
      rights of any third party, and (iii) there are no actions pending or, to the
      best of its knowledge, threatened with respect to the use of the Licensed
      Technology in the manner contemplated hereunder.

    


    ARTICLE
      10. TERM AND TERMINATION

    


     

    10.1 Term.
      Unless
      otherwise extended in writing by mutual agreement of Licensor and Licensee,
      this
      Agreement will remain valid and in force for a term of twenty (20) years from
      the date hereof.

     

     

    10.2 Voluntary
      Termination by Licensee.
      Licensee shall have the right to terminate this Agreement at any time, upon
      ninety (90) days prior written notice, without cause and for any reason. If
      Licensee terminates this Agreement under this provision, Licensor will not
      be
      under any obligation to return any portion of the consideration paid by Licensee
      to Licensor. 

     

    10.3 Voluntary
      Termination by Licensor.
      If
      Licensee should at any time default or commit any breach of any covenant or
      any
      obligation of this Agreement which could have a material adverse effect, and
      should fail to remedy any default or breach within ninety (90) days of
      Licensee’s receipt of written notice, Licensor may, at its sole option,
      terminate this Agreement by notice in writing to the Licensee. Upon termination,
      Licensee shall remain responsible for all obligations contained in this
      Agreement, including without limiting the generality of the foregoing,
      reasonable attorney fees and other costs or expenses incurred by Licensor as
      a
      result of Licensee’s breach and/or default.

     

    10.4 Termination
      in Event of Insolvency.
      If
      Licensee: (a) liquidates and ceases to carry on its business, (b) becomes
“insolvent” (as such term is defined in the United States Bankruptcy Code, as
      amended from time to time), or (c) voluntarily seeks, consents to or acquiesces
      in the benefits of any bankruptcy or similar debtor-relief laws, then Licensor
      may terminate this Agreement without prejudice to any other remedy to which
      Licensor may be entitled at law or in equity or elsewhere under this Agreement,
      by giving written notice of termination to Licensee.

     

    10.5 Effect
      of Termination.
      

     

    (a) Upon
      termination of the Agreement Licensee shall cease all uses of the Licensed
      Technology. If this Agreement is terminated for any reason whatsoever, Licensee
      shall return, or at Licensor 's direction destroy, all plans, drawings, papers,
      notes, writings and other documents, samples, organisms, biological materials
      and models pertaining to the Licensed Technology, retaining no copies, and
      shall
      refrain from using or publishing any portion thereof. Upon termination of this
      Agreement, Licensee shall cease manufacturing, processing, producing, using,
      or
      selling Licensed Products; provided, however, that Licensee may continue to
      sell
      in the ordinary course of business for a period of six (6) months reasonable
      quantities of Licensed Products that are fully manufactured and in Licensee
      's
      normal inventory at the date of termination if (a) all monetary obligations
      of
      Licensee to Licensor have been satisfied, and (b) royalties on such sales are
      paid to Licensor pursuant to Article 4 herein. However, nothing herein shall
      be
      construed to release either party of any obligation that matured prior to the
      effective date of such termination.

     


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    
 

     

    (b) Upon
      such
      termination or expiration the parties hereto shall jointly immediately cause
      physical inventories to be taken of (a) Licensed Products of Licensee on hand
      (including Licensed Products in the process of manufacture on hand and for
      which
      orders have been placed that cannot be canceled without penalty. Such
      inventories shall be reduced to writing and copies thereof shall be delivered
      to
      and signed by each party.

     

    10.6 Survival.
      The
      provisions of Articles 6, 7 and 8 of this Agreement shall remain in full force
      and effect notwithstanding the termination of this Agreement. 

    


    ARTICLE
      11. ADDITIONAL PATENTS

    


    At
      Licensee’s expense, Licensee shall have the right to apply for additional
      patents with the cooperation of the Licensor. Such patents shall be owned by
      the
      Licensor; provided that Licensor licenses them to Licensee in accordance with
      the terms hereof. 

    


    ARTICLE
      12. ASSIGNMENT

    


    This
      Agreement shall be binding upon and shall inure to the benefit of the legal
      representatives and assigns of Licensor and Licensee, provided, however, that
      any assignment of this Agreement by Licensee to a third party (other than in
      connection with the transfer of the entire business of Licensee) may be made
      only upon prior written consent of Licensor, which consent may not be
      unreasonably withheld by Licensor.

     

    ARTICLE
      13. MISCELLANEOUS

    


    13.1 Legal
      Compliance.
      Licensee shall comply with all laws and regulations relating to its manufacture,
      processing, producing, use, selling, or distributing of Licensed Products.
      Licensee shall not take any action that would cause Licensor or Licensee to
      violate any laws and regulations.

    


    13.2 Independent
      Contractor.
      The
      relationship between Licensee and Licensor shall be that of an independent
      contractor only. Neither Party shall be the agent of the other Party nor shall
      have authority to act for or on behalf of the other in any matter. Persons
      retained by a Party as employees or agents shall not by reason thereof be deemed
      to be employees or agents of the other Party.

    


    123.3 Use
      of
      Names.
      The
      Parties and their Affiliates shall obtain the prior written approval of the
      other Parties (and their Affiliates, as applicable) prior to making use of
      their
      names for any commercial purpose, except as required by law. As an exception
      to
      the foregoing, both Licensee and Licensor shall have the right to publicize
      the
      existence of this Agreement; however, neither Licensee nor Licensor shall
      disclose the terms and conditions of this Agreement without the other party's
      consent, except as set forth in Article 6 or as required by law.

    


    13.4 Place
      of Execution.
      This
      Agreement and any subsequent modifications or amendments hereto shall be deemed
      to have been executed in the State of Utah. 

    


    13.5 Governing
      Law; Venue.
      This
      Agreement and all amendments, modifications, alterations, or supplements hereto,
      and the rights of the parties hereunder, shall be construed under and governed
      by the laws of the State of Utah and the United States of America. Any dispute
      between Licensor and Licensee shall be determined solely and exclusively by
      a
      court of competent jurisdiction in the State of Utah. The prevailing party
      in
      any litigated dispute shall be entitled to reimbursement of its attorney’s fees
      and costs.


    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    


    


    13.6 Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between Licensor and Licensee with
      respect to the subject matter hereof and shall not be modified, amended or
      terminated except as herein provided or except by another agreement in writing
      executed by the parties hereto.

    


    13.7 Severability.
      All
      rights and restrictions contained herein may be exercised and shall be
      applicable and binding only to the extent that they do not violate any
      applicable laws and are intended to be limited to the extent necessary so that
      they will not render this Agreement illegal, invalid or unenforceable. If any
      provision or portion of any provision of this Agreement not essential to the
      commercial purpose of this Agreement shall be held to be illegal, invalid or
      unenforceable by a court of competent jurisdiction, it is the intention of
      the
      parties that the remaining provisions or portions thereof shall constitute
      their
      agreement with respect to the subject matter hereof, and all such remaining
      provisions or portions thereof shall remain in full force and effect. To the
      extent legally permissible, any illegal, invalid or unenforceable provision
      of
      this Agreement shall be replaced by a valid provision that will implement the
      commercial purpose of the illegal, invalid or unenforceable provision. In the
      event that any provision essential to the commercial purpose of this Agreement
      is held to be illegal, invalid or unenforceable and cannot be replaced by a
      valid provision that will implement the commercial purpose of this Agreement,
      this Agreement and the rights granted herein shall terminate.

     

    13.8 Force
      Majeure.
      Any
      delays in, or failure of, performance of any party to this Agreement shall
      not
      constitute default hereunder, or give rise to any claim for damages, if and
      to
      the extent caused by occurrences beyond the control of the party affected,
      including, but not limited to, acts of God, strikes or other work stoppages;
      civil disturbances, fires, floods, explosions, riots, war, rebellion, sabotage,
      acts of governmental authority or failure of governmental authority to issue
      licenses or approvals that may be required.

    



    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    


    


    ARTICLE
      14. NOTICES

    


    All
      notices and other communications shall be hand delivered, sent by private
      overnight mail service, or sent by registered or certified U.S. mail, postage
      prepaid, return receipt requested, and addressed to the party to receive such
      notice or other communication at the address given below, or such other address
      as may hereafter be designated by notice in writing:

    


    If
      to
      Licensee:

    Hun
      Chi
      Lin

    Chief
      Executive Officer

    Grant
      Life Sciences, Inc.

    3550
      Wilshire Boulevard

    17th
      Floor

    Los
      Angeles, CA 90010 

    With
      a
      copy to:

    Gregory
      Sichenzia, Esq.

    Sichenzia
      Ross Friedman Ference LLP

    1065
      Avenue of the Americas, 21st Floor

    New
      York,
      NY 10018 

    


    
      	
            	If
              to Licensor:	
              __________________________________

            


    

    __________________________________

    __________________________________

    __________________________________

    __________________________________

    


    


     

    Such
      notices or other communications shall be effective upon receipt by an employee,
      agent or representative of the receiving party authorized to receive notices
      or
      other communications sent or delivered in the manner set forth
      above.

    


    


    [REMAINDER
      OF PAGE INTENTIONALLY OMITTED]


    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF, Licensor and Licensee have caused this Agreement to be signed
      by their duly authorized representatives, under seal, as of the day and year
      indicated above.

    


    


    
      	 	
              LICENSOR:

            
	 	 	 
	 	
              Alphagenics
                Diaco Biotechnologies S.r.l

            
	 	 	 
	 	
              By:
                

            	
               
                /s/ Roberto Turel

            
	 	
               

            	
              Name:
                Roberto Turel

            
	 	
               

            	
              Title:
                CEO

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	
              LICENSEE:

            
	 	 	 
	 	
              Grant
                Life Sciences, Inc.

            
	 	 	 
	 	 	 
	 	
              By:

            	
               
                /s/ Hun-Chi Lin

            
	 	
               

            	
              Name:
                Hun-Chi Lin

            
	 	
               

            	
              Title:
                President