Blueprint





Endra-Optosonics
Sublicense



Exhibit 10.19


 







SUBLICENSE AGREEMENT


 






This Sublicense Agreement (“Agreement”) is entered as
of the 2nd day of August, 2007 (“Effective Date”) by
and between Optosonics, Inc. (“Optosonics”), a Delaware
Corporation, with a place of business at 351 West 10th Street, Suite 250,
Indianapolis, Indiana and Endra, Inc. (“Endra”), a
Massachusetts corporation with a place of business at 222 Berkeley
Street, Boston, Massachusetts 
02116.






 



WHEREAS, Optosonics is the exclusive licensee of the patents and
applications set forth in Exhibit A which is attached to and made a
part of this Agreement; and





 



WHEREAS, Optosonics and Sentron executed
a license agreement dated May 16, 2003 (“2003
Agreement”) attached to and made a part of this Agreement as
Exhibit B; and






 



WHEREAS, the 2003 Agreement was amended March 22, 2007 which
amendment is attached to and made a part of this Agreement as
Exhibit C; and





 



WHEREAS, Optosonics wishes to grant to Endra an exclusive
sublicense to the patent applications and patents set forth
in Exhibit A within the Field (as defined below)
and Endra wishes to accept such
grant.


 


WHEREAS, a consent
to sublicense required by the 2003 Agreement has been executed by
Sentron, and Optosonics and Sentron have further amended this
Agreement, as an inducement to Optosonics to enter this Agreement,
by providing for the survival of the sublicense granted by this
Agreement if the 2003 Agreement is terminated and other matters
which consent and amendment are attached to and made a part of this
Agreement as Exhibit D; and


 


 






NOW, THEREFORE, the parties agree as follows:


 



1 . Definitions.


 



Whenever used in this Agreement, the terms defined in this Section
1 shall have the meanings specified.


 


1.1
 “Affiliate”
means any corporation or other legal
entity owning, directly or indirectly, fifty percent (50%) or more
of the voting capital shares or similar voting securities of Endra
or Optosonics; any corporation or other legal entity fifty percent
(50%) or more of the voting capital shares or similar voting rights
of which is owned, directly or indirectly, by Endra or Optosonics
or any corporation or other legal entity fifty percent (50%) or
more of the voting capital shares or similar voting rights of which
is owned, directly or indirectly, by a corporation or other legal
entity which owns, directly or indirectly, fifty percent (50%) or
more of the voting capital shares or similar voting securities of
Endra or Optosonics.


 


1.2
 “Field”
means development and
commercialization with respect to photo-acoustic and thermo-acoustic imaging devices
and methods for the diagnosis, prevention and treatment of all
disease states in human beings and animals with the exception of
all applications involving the human breast.


 


1.3
 “Technology”
means and includes all materials,
technology, technical information, know-how, expertise and trade
secrets within the Field owned
by Optosonics or licensed to Optosonics as of the Effective Date,
if any, which are conveyed to Endra during the term of this
Agreement.






 







1.4
 “Confidential
Information” means all
information about any element of the Technology or its development
which is disclosed by either party to the other and designated
“Confidential” in writing by the disclosing party at
the time of disclosure to the extent that such information as of
the date of disclosure is not (i) known to the receiving party
other than by virtue of a prior confidential disclosure by the
disclosing party; or (ii) disclosed in published literature, or
otherwise generally known to the public through no fault or
omission of the receiving party; or (iii) obtained from a third
party free from any obligation of confidentiality to the disclosing
party.

  



 








Endra-Optosonics
Sublicense

 






 


1.5
 “Valid
Claim” means a claim
within Patent Rights so long as such claim shall not have been
disclaimed by Sentron, Optosonics and Endra, or shall not have been
held invalid in a final decision rendered by a tribunal of
competent jurisdiction from which no appeal has been or can be
taken.


 


1.6
 “Patent
Rights” shall mean the
Valid Claims of the patents and patent applications listed in
Exhibit A, and patents issuing on them, including any division,
continuation, continuation-in-part, renewal, extension,
re-examination, reissue or foreign counterpart
thereof.





 


1.7
 “Product”
means any product in the Field, the
manufacture use, sale, offer for sale or import of which would
infringe Patent Rights in the absence of a
license.


 


1.8
 "Net Sales" means the gross amount invoiced by Endra, its
Affiliates, or any sublicensee of Endra for sales to a third party
or parties of Products, less
normal and customary trade discounts actually allowed, rebates,
returns, credits, taxes the legal incidence of which is on the
purchaser and separately shown on Endra's or any sublicensee of
Endra's invoices and transportation, insurance and postage charges,
if prepaid by Endra or any sublicensee of Endra and billed on
Endra's or any sublicensee of Endra's invoices as a separate
item.


 



 








Endra-Optosonics
Sublicense

 






 



2 . Grant of Sublicenses, Term,
Rights and Obligations.





 


2.1
 Sublicense
Granted to Endra under the Patent Rights and Technology.
Optosonics, with the consent of its
licensor, Sentron, hereby grants to Endra an exclusive, worldwide
license, including the right to grant sublicenses, without
limitation, to manufacture, use, sell, import and offer for sale
Products under all Optosonics's right, title and interest in the
Patent Rights and Technology
(“License”).





 


2.2
 Term of
License. Unless terminated
earlier as provided below, the License shall commence on the
Effective Date and shall terminate on the expiration of the last to
expire of the Patent Rights.





 


2.3
 Endra
Obligations:





 


2.3.1
 Endra shall attempt to exploit
Products commercially employing similar effort to that applied in
the industry to other products similarly situated by other entities
of the same size possessing similar financial
resources.





 


2.3.2
 If Endra grants a sublicense
pursuant to Section 2.1,
Endra shall guarantee that any
sublicensee fulfills all of Endra’s obligations under this
Agreement; provided, however, that, to the extent that sublicensee
fails to fulfill Endra’s obligations under this agreement,
Endra shall not be relieved of its obligations pursuant to this
Agreement.


 


2.4
 Technical
Assistance. Optosonics shall
provide to Endra, or sublicensees of Endra, at Endra’s
request and expense, any technical assistance reasonably necessary
to enable Endra or such sublicensee to manufacture, use or sell
each Product to enjoy fully all the rights granted to Endra
pursuant to his Agreement. Endra shall compensate Optosonics for such
services at such reasonable hourly or per diem rates as Optosonics
may establish from time to time. Optosonics obligation under this
Section 2.4 shall be limited so that it is not unduly disruptive of
its other business activities.


 



 








Endra-Optosonics
Sublicense

 






 



3 . Royalties, Payments of
Royalties, Account Records, Other Payments.





 


3.1
 Patent
Rights. Endra shall pay
Optosonics a royalty based on the Net Sales of each Product. Such
royalty shall be paid with respect to each country of the world
from the date of the first commercial sale to a third party (the
date of the invoice) of Endra on any Product in each such country
until the expiration of the last Patent Right to expire with
respect to each country and each such Product.





 


3.2
 Royalty
Rates. Endra shall pay the
royalties described above at the rates of three percent (3%) of Net
Sales for human applications and four and one-half of one percent
(4.5%) of Net Sales for all other applications.





 


3.3
 Payment
Dates. Royalties shall be paid
by Endra on Net Sales within sixty (60) days after the end of each
calendar quarter in which such Net Sales are
made. Such payments shall be accompanied by a statement
showing the Net Sales of each Product by Endra and each sublicensee of Endra, respectively, in each country, the applicable royalty rate for
such Net
Sales, and a calculation of the
amount of royalty due.





 


3.4
 Accounting. The Net Sales used for computing the royalties
payable to Optosonics by Endra shall be computed and paid in U.S.
dollars by wire transfer. For purposes of determining the amount of
royalties due, the amount of Net Sales in any foreign currency
shall be computed by (a) converting such amount into dollars at a
rate equal to the prevailing commercial rate of exchange for
purchasing dollars with such foreign currency as published in
the Wall Street
Journal for the close of the
last business day of the calendar quarter for which the relevant
royalty payment is to be made by Endra and (b) deducting the amount
of any governmental tax, duty, charge, or other fee actually paid
in respect of such conversion into, and remittance of
dollars.





 



 








Endra-Optosonics
Sublicense

 






 


3.5
 Records. Endra shall keep for three (3) years from the date
of each payment of royalties complete and accurate records of sales
by Endra, its Affiliates and
sublicensees of each Product in
sufficient detail to allow the accruing royalties to be determined
accurately. Optosonics shall have the right for a period of three
(3) years after receiving any report or statement with respect to
royalties due and payable to appoint at its expense an independent
certified public accountant reasonably acceptable to Endra to
inspect the relevant records of Endra to verify such report or
statement. Endra shall make its records available for inspection by
such independent certified public accountant during regular
business hours at such place or places where such records are
customarily kept, upon reasonable notice from Optosonics, to verify
the accuracy of the reports and payments. Such inspection right
shall not be exercised more than once in any calendar year nor more
than once with respect to sales in any given period. Optosonics
agrees to hold as Confidential Information all information
concerning royalty payments and reports, and all information
learned in the course of any audit or inspection, except to the
extent necessary for Optosonics to reveal such information in order
to enforce its rights under this Agreement or if disclosure is
required by law. The failure of Optosonics to request verification
of any report or statement during said three-year period shall be
considered acceptance of the accuracy of such report, and Endra
shall have no obligation to maintain records pertaining to such
report or statement beyond said three-year period. The results of
each inspection, if any, shall be binding on both parties.
Should the results of inspection
require a correction in favor of Optosonics of more than 5% of the
royalties credited by Endra to Optosonics for any 12 month period,
Endra shall (in addition to promptly paying such deficiency) pay
interest at 6% per annum for the period during which such payment
was delinquent and shall reimburse Optosonics for the costs
of inspection. Should the results of
inspection not require a correction in favor of Optosonics of more
than 5% of the royalties credited by Endra to Optosonics for any 12
month period, Optosonics shall reimburse Endra for the costs of
inspection.





 



 








Endra-Optosonics
Sublicense

 






 


3.6
 Additional
Payments and Expenditures.


 


3.6.1
 License Fee. Endra shall pay
Optosonics a license fee of one hundred thousand dollars
($100,000.00) upon execution of this Agreement by Optosonics less
five thousand dollars ($5,000.00) previously paid by Endra to
Optosonics.





 


3.6.2
 Sales Milestone. If aggregate
Net Sales for all Products during the term reach twenty-five
million dollars ($25,000,000.00), Endra
shall pay Optosonics the sum of two hundred fifty thousand dollars
($250,000.00) no later than January 31 of the year following this
occurrence. This payment shall be made only once
and shall be in
addition to any other payments due under this
Agreement.





 


3.6.3
 Diligence
Expenditures.





 


(i ) The
diligence requirement described in Section 2.3.1 will be fulfilled
for the first year of the term of this Agreement, if
during such
year Endra
spends five hundred thousand dollars ($500,000.00) on the
development of one or more Products. This sum shall be
determined by including all direct and indirect costs
reasonably related to
the development of Products and all sums paid to Optosonics under
the Research and Development Agreement ("R&D Agreement"). Endra
shall report such expenditures in reasonable detail to Optosonics
promptly following the first year of the term.





 



 








Endra-Optosonics
Sublicense

 






 


(ii ) The
diligence requirement will likewise be satisfied if Endra installs
a prototype of any Product for any third party within twenty-four
(24) months of the Effective Date.





 


(iii ) The
diligence requirement will likewise be satisfied if Endra makes a
commercial sale of any Product to any third party no later than
forty-two (42) months from the Effective Date.





 


(iv ) Failure
to make the expenditure
described in (i) or the installations described in (ii) or (iii)
will be Events of Termination described in Section
11.1.


 


(v) Endra’s duty to perform pursuant to
subsections (ii) and (iii) shall depend upon the
delivery by Optosonics to Endra of a serviceable prototype
device in good working order constructed pursuant to the
R&D
Agreement in the case of
subsection (ii) and, if the parties enter a subsequent
manufacturing agreement, devices which meet the specifications stipulated in such manufacturing agreement,
in the case of subsection (iii). If
Optosonics fails in either or both cases to make such deliveries,
Endra’s diligence obligation shall be that set forth in
Section 2.3.1.


 


(vi) In any
event, Endra shall report to Optosonics on its progress in developing and commercializing
Products, exclusive of its work with Optosonics, every six (6)
months from the Effective Date until the date of first commercial
sale of a Product.


 



4 . Provisions Concerning the
Filing, Prosecution and Maintenance of Patent Rights.
The following provisions relate to the
filing, prosecution and maintenance of Patent Rights during the
term of this Agreement.





 


4.1  Filing, Prosecution and
Maintenance by Optosonics.
Optosonics shall have the exclusive right and
obligation:


 



 








Endra-Optosonics
Sublicense

 






 


(a ) to take
all reasonable steps to prosecute all pending and new patent
applications included within Patent Rights;


 


(b ) to
respond to oppositions, nullity actions, re-examinations,
revocation actions and similar proceedings filed by third parties
against the grant of letters patent for such
applications;


 


(c ) to
maintain in force any letters patent included in Patent Rights by
duly filing all necessary papers and paying any fees required by
the patent laws of the particular country in which such letters
patent were granted; and


 


(d ) to
cooperate fully with, and take all necessary actions requested by,
and letters patent included in Patent Rights. Optosonics shall
notify Endra in a timely manner of any decision to abandon a
pending application or an issued patent included in Patent Rights.
Thereafter, Endra shall have the option, at its expense, of
continuing to prosecute any such pending patent application or of
keeping the issued patent in force.


 


4.1.1 Copies of
Documents. Optosonics shall
provide to Endra copies of all patent applications, and related supporting
documentation, that are a part of Patent Rights prior to filing,
for the purpose of obtaining substantive comment of Endra patent
counsel. Optosonics shall also provide to Endra copies of all
documents, either upon receipt or prior to filing, relating to
prosecution of all such patent applications in a timely manner and
shall provide to Endra every six (6) months a report detailing
their status and Optosonics’ plans for filing for the next
six (6) month period.


 



 








Endra-Optosonics
Sublicense

 






 


4.1.2 Reimbursement of Costs for
Filing, Prosecuting and Maintaining Patent Rights.
Subject to Section 4.1.3, within
thirty (30) days of receipt of invoices from Optosonics, Endra
shall reimburse Optosonics for all the costs of filing,
prosecuting, responding to opposition and maintaining patent
applications and patents in countries where Endra requests that
patent applications be filed, prosecuted and maintained. However,
Endra may, upon sixty (60) days notice, request that Optosonics
discontinue filing or prosecution of patent applications in any
country and discontinue reimbursing Optosonics for the costs of
filing, prosecuting, responding to opposition or maintaining such
patent application or patent in any country. Optosonics shall pay
all costs in those countries in which Endra does not request
that Optosonics file,
prosecute or maintain patent applications and patents,
(or in which Endra requests
such protection be
discontinued) but in which
Optosonics, at its option, elects to do so and Endra shall
have no license in each of such countries
and all licenses of Endra theretofore
in existence under this Agreement in any such country shall
forthwith terminate.


 


4.1.3
 Endra’s obligations to
reimburse Optosonics’ or Sentron’s patent prosecution
expenses (with respect to
patent applications initially listed on Exhibit A and patents
issuing in respect thereof) shall be limited to an average of ten thousand
dollars ($10,000.00) a year calculated over each consecutive three
(3) year period during the term and no more than fifteen thousand
dollars ($15,000.00) in any such year.


 


4.2 Endra
shall have the right to file on behalf of and as an agent for
Sentron and Optosonics all applications and take all actions
necessary to obtain patent extensions pursuant to 35 U.S.C. Section
156 and foreign counterparts for Patent Rights sublicensed to
Endra. Optosonics agrees to sign, at Endra’s expense, such
further documents and take such further actions as may be requested
by Endra in this regard and to obtain same from
Sentron.





 



 








Endra-Optosonics
Sublicense

 






 


4.3 Neither party may disclaim a Valid Claim within
Patent Rights without the consent of the other and
Sentron.





 


4.4 Hold Harmless.
Optosonics agrees to defend, protect,
indemnify and hold harmless Endra and any sublicensee of Endra,
from and against any loss or expense arising from any proved claim
of a third party that has been granted rights by Optosonics or
Sentron that Endra or any sublicensee of Endra in exercising their
rights granted to Endra by Optosonics or Sentron pursuant to this
Agreement, has infringed upon such rights granted to such third
party by Optosonics or Sentron.





 


4.5 Third Party Licenses.
If the manufacture, use, sale, offer
for sale or import by Endra of a Product in any country would, in
the opinion of Endra, infringe a patent owned by a third party,
Endra shall attempt to obtain a license under such patent. If Endra
obtains a license under such patent, fifty percent (50%) of any
payments made by Endra to such third party shall be deductible from
royalty payments due from Endra to Optosonics pursuant to this
Agreement; provided, however, that in no event shall royalties
payable to Optosonics be reduced by more than thirty-three and
one-third percent (33 1/3%) as a result of all such deductions. All
such computations, payments and adjustments shall be on a country
by country and patent by patent basis.


 



5 . Representation and
Warranty. Optosonics represents
and warrants to Endra that it has the right to grant the License
granted pursuant to this Agreement, and that the License so granted
does not conflict with or violate the terms of any agreement
between Optosonics and any third party.


 



6 . Legal
Action.





 


6.1
 Actual or
Threatened Disclosure or Infringement. When information comes to the attention of Endra
to the effect that any Patent Rights relating to a Product have
been or are threatened to be unlawfully infringed, Endra shall have
the right at its expense to take such action as it may deem
necessary to prosecute or prevent such unlawful infringement,
including the right to bring or defend any suit, action or
proceeding involving any such infringement. Endra shall notify
Optosonics and Sentron promptly of the receipt of any such
information and of the commencement of any such suit, action or
proceeding. If
Endra determines that it is necessary
or desirable for Optosonics or Sentron or both to join any such
suit, action or proceeding, Optosonics and Sentron shall, at
Endra’s expense, execute all papers and perform such other
acts as may be reasonably required to permit Endra to act in
Optosonics’ and Sentron’s name. If Endra brings a suit,
it shall have the right first to reimburse itself out of any sums
recovered in such suit or in its settlement for all costs and
expenses, including attorney’s fees, related to such suit or
settlement, and fifteen (15%) percent of any funds that shall
remain from said recovery shall be paid to Optosonics and the
balance of such funds shall be retained by Endra. If Endra does not, within one hundred twenty (120)
days after giving notice to Optosonics of the above-described
information, notify Optosonics of Endra’s intent to bring
suit against any infringer, Optosonics shall have the right to
bring suit for such alleged infringement, but it shall not be
obligated to do so, and may join Endra as party plaintiff, if
appropriate, in which event Optosonics shall hold Endra free, clear
and harmless from any and all costs and expenses of such
litigation, including attorney’s fees, and any sums recovered
in any such suit or in its settlement shall belong to
Optosonics. However, fifteen
(15%) percent of any such sums received by Optosonics after
deduction of all costs and expenses related to such suit or
settlement, including
attorney’s fees
paid, shall be paid to Endra.
Each party shall always have the right
to be represented by counsel of its own selection and
at its own expense in any suit instituted by the
other for infringement under the terms of this section. If Endra
lacks standing and Sentron or Optosonics has standing to bring any
such suit, action or proceeding, Sentron or Optosonics or both, as
the case may be shall do so at the request of Endra and at
Endra’s expense or for all costs and expenses,
including attorney’s fees, related to such suit or
settlement.





 



 








Endra-Optosonics
Sublicense

 






 


6.2
 Defense of
Infringement Claims. Optosonics
and Sentron will cooperate with Endra at Endra’s
expense in the defense of any suit, action or proceeding against
Endra or any sublicensee of Endra alleging the infringement of the intellectual property rights of
a third party by reason of the use of Patent Rights in the
manufacture, use, import or offer for sale of a Product. Endra
shall give Optosonics and Sentron prompt written notice of the
commencement of any such suit, action or proceeding or claim of
infringement and will furnish Optosonics and Sentron a copy of each
communication relating to the alleged infringement. Optosonics and
Sentron shall give to Endra full authority (including the right to
exclusive control of the defense of any such suit, action or
proceeding and the exclusive right, to compromise, litigate, settle
or otherwise dispose of any such suit, action or proceeding),
information and assistance necessary to defend or settle any such
suit, action or proceeding. If the parties agree that Optosonics or
Sentron or both should institute or join any suit, action or
proceeding pursuant to this section, Endra may, at Endra’s
expense, join Optosonics or Sentron or both as defendants if
necessary or desirable, and Optosonics and Sentron shall execute
all documents and take all other actions, including giving
testimony, which may reasonably be required in connection with the
prosecution of such suit, action or proceeding.


 



7 . New Optosonics Inventions
within the Field.





 


7.1
 Notice and
Documents. Within thirty (30)
days of filing a new patent application in the Field, Optosonics will send a copy of such
application to Endra. In addition, upon receipt of each such
application, Endra may request and Optosonics will provide within
fifteen (15) days of such request, additional documents reasonably
necessary to determine whether to obtain a license from
Optosonics to such patent in the Field.





 



 








Endra-Optosonics
Sublicense

 






 


7.2
 Upon receipt of the application
and documents, Endra shall have sixty (60) days to determine
whether to obtain a license. If Endra determines that it wishes to
obtain a license, it shall so notify Optosonics. Upon receipt of
such notice, the application and resulting rights shall be
licensed to Endra solely within the Field and pursuant to the terms
and conditions of this Agreement and subject to the same royalty
obligations as those set forth in this Agreement and this Agreement shall be modified
accordingly.


 



8 . Human Breast Imaging
Applications.





 


8.1
 Notice. If Optosonics determines it wishes to
contract with a third party to develop its remaining rights in the
Patent Rights and Technology with respect to human breast
applications, it will first notify Endra of that fact and the
proposed terms and conditions of such contract. Upon receipt of
such notice, Endra shall have a right of first refusal for a period
of thirty (30) days to determine whether to enter into a license
and/or development agreement with Optosonics relating to
Optosonics’ remaining rights on the same terms and conditions
as the terms and conditions proposed by such third party. If Endra
does not give timely notice of its exercise of its right of first
refusal, Optosonics shall have no further obligation pursuant to
this Section.





 


8.2
 Negotiation.  If Endra timely notifies Optosonics
that it will exercise its right of first refusal, it will so notify
Optosonics. Optosonics will negotiate exclusively in good faith
with Endra to reach a definitive agreement on the terms proposed by
the offering third party regarding Optosonics remaining rights for
a period of sixty (60) days. If the parties fail to reach agreement
in the sixty (60) day period, neither party shall have any further
obligation to the other pursuant to this Section.


 



 








Endra-Optosonics
Sublicense

 






 



9 . Treatment of Confidential
Information.


 


9.1
 Confidentiality.





 


9.1.1
 Subject to Endra’s rights
and obligations to commercialize Products pursuant to this
Agreement, Endra and Optosonics each agree that for a period of
five (5) years, it will keep confidential, and will cause its
Affiliates to keep confidential, all Confidential Information that
is disclosed to it or to any of its Affiliates pursuant to this
Agreement.





 


9.1.2
 Subject to Endra’s rights
and obligations to commercialize Products pursuant to this
Agreement, Endra and Optosonics each agree that any disclosure of
the other’s Confidential Information to any officer, employee
or agent of the other party or of any of its Affiliates shall be
made only if and to the extent necessary to carry out its
responsibilities under this Agreement and shall be limited to the
maximum extent possible consistent with such responsibilities. Each
party shall take such action, and shall cause its Affiliates to
take such action, to preserve the confidentiality of each
other’s Confidential Information as it would customarily take
to preserve the confidentiality of its own Confidential
Information. Upon termination of this agreement, each party, upon
the other’s request, will return all the Confidential
information disclosed to the other party pursuant to this
Agreement, including all copies and extracts of documents, within
sixty (60) days of the request except for one (1) copy which may be
kept for the purpose of complying with continuing obligations under
this Agreement.





 



 








Endra-Optosonics
Sublicense

 






 


9.2
 Publicity. Except as required by law, neither party may
disclose the terms of this Agreement without the written consent of
the other party, which consent shall not be unreasonably
withheld.


 



10 . No Other
Agreements. 





 


10.1
 This Agreement, the 2003
Agreement as amended and the R&D Agreement of even
date with this Agreement are the sole
agreements with respect to the subject matter and supersede all
other agreements and understandings between the parties with
respect to same. If there is any inconsistency or discrepancy
between this Agreement and the 2003 Agreement the terms and
conditions of this Agreement shall prevail.





 


10.2
 If, for any reason, the 2003
Agreement expires or is terminated, this Agreement shall
survive and
Sentron or its successor shall have the same rights and duties
pursuant to this Agreement as Optosonics had.


 



11 . Termination and
Disengagement.





 


11.1
 Events of
Termination. The following
events shall constitute events of termination (“Events of
Termination”): Optosonics or Endra shall fail in any material respect to
perform or observe any material term, covenant or understanding
contained in this Agreement or in any of the other documents or
instruments delivered pursuant to, or concurrently with, this
Agreement, and any such failure shall remain unremedied for sixty
(60) days after written notice to the failing
party.





 


11.2
 Termination. Upon the occurrence of any Event of Termination,
the party not responsible may, by notice to the other party,
terminate this Agreement.





 


11.3
 Termination of this Agreement
for any reason shall be without prejudice to:





 



 








Endra-Optosonics
Sublicense

 






 


(a ) the
rights and obligations of the parties set forth in sections which
provide performance by either party subsequent to
termination;





 


(b ) Optosonics’s right to receive all accrued
royalty payments; or





 


(c ) any
other remedies which either party may otherwise
have.





 


11.4
 Endra may discontinue selling
any or all Products in any country and such discontinuance
shall not be an Event of Termination. Nonetheless, if Endra
discontinues sales of Products in any country for a period of 12
months after such sales commence, Endra’s license hereunder
within such country shall forthwith terminate.


 



12 . Indemnification.
Endra will indemnify Optosonics for damages, settlements, costs,
legal fees and other expenses incurred in connection with a claim
against Optosonics based on any action or omission of Endra, its
agents or employees related to the obligations of Endra under this
Agreement; provided, however, that the foregoing shall not apply
(i) if the claim is found to be
based upon the negligence, recklessness or willful misconduct of
Optosonics or (ii) if Optosonics fails to give Endra prompt notice of
any claim it receives and such failure materially prejudices Endra
with respect to any claim or action which Endra’s obligation
pursuant to this Section applies. Endra, in its sole discretion,
shall choose legal counsel, shall control the defense of such claim
or action and shall have the right to settle same on such terms and
conditions it deems advisable and at its cost.


 



13 . Notices. All notices shall be in writing mailed via
certified mail, return receipt requested, courier, or facsimile or
electronic transmission addressed as follows, or to such other
address as may be designated from time to time:



 








Endra-Optosonics
Sublicense

 






 


If to
Endra:  Endra,
Inc.







                     
222 Berkeley Street   







                     
Boston, MA 02116    






                     
Attn.: President    


 






with a copy
to: : Joshua A. Kalkstein, Esq.






                           
Robinson & Cole llp






                        
   One Boston Place






                           
Boston, MA 02108


 


If to
Optosonics: OptoSonics,
Inc.






                            
351 West 10th
Street






                            
Suite 250






                            
Indianapolis, IN 46202


                            
Attn: President


 





with a copy
to: Eric R. Moy, Esq.


                         
Barnes & Thornburg


                         
1313 Merchants Bank Building


                         
11 South Meridian Street


                         
Indianapolis, IN 46204


 


 


If to
Sentron:  Clifford
Mentrup, Esq.






                        
Sentron Medical, Inc.






                        
8485 Broadwell Road






                        
Cincinnati, OH 45244


 



Notices shall be deemed given as of the date received.


 



14 . Governing
Law. This Agreement shall be
governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts.


 



15 . Miscellaneous.





 


15.1
 Binding
Effect. This Agreement shall be
binding upon and inure to the benefit of the parties and their
respective legal representatives, successors and permitted
assigns.





 


15.2
 Headings. Paragraph headings are inserted for convenience
of reference only and do not form a part of this
Agreement.





 



 








Endra-Optosonics
Sublicense

 






 


15.3
 Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an
original.





 


15.4
 Amendment,
Waiver. This Agreement may be
amended, modified, superseded or canceled, and any of the terms may
be waived, only by a written instrument executed by each party or,
in the case of waiver, by the party or parties waiving compliance.
The delay or failure of any party at any time or times to require
performance of any provisions shall in no manner affect the rights
at a later time to enforce the same. No waiver by any party of any
condition or of the breach of any term contained in this Agreement,
whether by conduct, or otherwise, in any one or more instances,
shall be deemed to be, or considered as, a further or continuing
waiver of any such condition or of the breach of such term or any
other term of this Agreement.





 


15.5
 No Third
Party Beneficiaries. No third
party including any employee of any party to this Agreement, shall
have or acquire any rights by reason of this Agreement. Nothing
contained in this Agreement shall be deemed to constitute the
parties partners with each other or any third
party.





 


15.6
 Assignment
and Successors. This Agreement
may not be assigned by either party, except that each party
may assign this Agreement and the
rights and interests of
such party, in whole or in part, to
any of its Affiliates, any purchaser of all or substantially all of
its assets or to any successor corporation resulting from any
merger or consolidation of such party with or into such
corporations.





 


15.7
 Force
Majeure. Neither Endra nor
Optosonics shall be liable for failure of delay in performing
obligations set forth in this Agreement, and neither shall be
deemed in breach of its obligations, if such failure or delay is
due to natural disasters or any
causes reasonably beyond the control of Endra or
Optosonics.





 


15.8
 Severability. If any provision of this Agreement is or becomes
invalid or is ruled invalid by any court of competent jurisdiction
or is deemed unenforceable, it is the intention of the parties that
the remainder of the Agreement shall not be
affected.


 




 


 








Endra-Optosonics
Sublicense


 







IN WITNESS WHEREOF, the parties
have caused this Agreement to be executed by their duly authorized
representatives.


 



ENDRA
INC.                       
OPTOSONICS, INC.


 



By:/s/ David
Steinberg          
By:/s/ Robert
Kruger  


 



Title: President   
         
         Title President



 



Date: August 2,
2007            
Date: August 2,
2007  


 


 




 








Endra-Optosonics
Sublicense


 







Exhibit A


Patent
Applications and Patents


 




1.


Issued Patents








a.


United States








i.


No. 5,713,356








ii.


No. 6,102,857








iii.


No. 6,490,470








iv.


No. 6,633,774








2.


Pending Patents








a.


United States








i.


No. 20040127783








b.


European Union








i.


No. 97944607.7








c.


Japan








i.


No. 516884/98








d.


Canada








i.

No.
2187701






 




 








Endra-Optosonics
Sublicense


 







Exhibit B


Sentron
– Optosonics License Agreement May 16, 2003


 


 


 


 


 




 








Endra-Optosonics
Sublicense


 







Exhibit C


Sentron
– Optosonics License Amendment March 22, 2007


 


 


 


 


 




 








Endra-Optosonics
Sublicense







Exhibit D


Sentron
Consent to Sublicense and Survival