Exhibit 10.54

EXCLUSIVE LICENSE AGREEMENT  ***

                THIS LICENSE AGREEMENT (the “Agreement”) is made and is effective as of the 1st day of February
2005, (the “Effective Date”) by and between RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY,
having its statewide Office of Corporate Liaison and Technology Transfer at ASB III, 3 Rutgers Plaza,
New Brunswick, New Jersey 08901-8559, (hereinafter referred to as “Rutgers”), and OSTEOTECH,
INC, a publicly traded corporation having a principal place of business at 51 James Way, Eatontown,
NJ 07724 and its Affiliates (hereinafter referred to as “Licensee” or “Osteotech”).

RECITALS

                WHEREAS, Certain inventions (hereinafter the “Inventions”) specifically identified as Rutgers
patents in Exhibit A attached hereto and made a part hereof were made in the course of research at
Rutgers under the direction of Dr. Joachim Kohn and other Rutgers employees listed as inventors on
the patents listed in Exhibit A (hereinafter collectively “Inventors”); and



	 
	

	***  Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is being filed separately with the Securities and Exchange Commission.



	

1









	
                WHEREAS, The development of the Inventions was sponsored in part by the National Institutes of Health
under Grant GM39455, and in consequence this Agreement is subject to overriding obligations to the
federal government as set forth in 35 U.S.C. sections 202-212 and applicable governmental implementing
regulations, and

                WHEREAS, ***(hereinafter referred to as “***”), has developed certain process patents which
are specifically identified as *** patents in Exhibit A, hereafter “*** Patent Rights”,
which patents are related to the Inventions, and has licensed those patents to Rutgers with a right
of sublicense; and 

                WHEREAS, Licensee entered into a Materials Transfer Agreement with Rutgers effective February 1, 2004
for the purpose of evaluating the Inventions and/or negotiating a license agreement; and

                WHEREAS, said Materials Transfer Agreement is superceded and replaced by this Agreement; and

                WHEREAS, Licensee wishes to obtain certain rights from Rutgers for the commercial development, manufacture,
use, and sale of the 



	 
	

	*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is 



	

2









	
products using the Inventions and/or ***Patent Rights and Rutgers is willing to grant such rights on
the terms and conditions set forth in this Agreement; and

                WHEREAS, Rutgers is desirous that the Inventions be developed and utilized to the fullest extent so
that the benefits can be enjoyed by the general public.

NOW THEREFORE, the parties agree as follows:

                1.    DEFINITIONS

All definitions below or elsewhere in this Agreement apply to both their singular and plural forms,
as the context may require. “Herein,” “hereunder,” and “hereof” and
other similar expressions refer to this Agreement. “Section” and “Article” refer
to sections in this Agreement. “Including” means “including without limitation.”
“Days” means “calendar days,” unless otherwise stated.



	 
	

	being filed separately with the Securities and Exchange Commission.


*** ***  Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is being filed separately with the Securities and Exchange Commission.


	

3









	
1.1    “Affiliate” means any corporation or business entity that directly or indirectly
controls, is controlled by, or is under common control with Licensee to the extent of at least 50
percent of the outstanding stock or other voting rights entitled to elect directors.

1.2    “Confidential Information” (i) with respect to property owned or controlled
by Rutgers, means all data, information, and/or tangible material owned or controlled by Rutgers
and provided to Licensee, its Affiliates or its sublicensees directly or indirectly from or through
Rutgers, its units, its employees, the Inventors, or its consultants relating to the Inventions,
Licensed Products, or this Agreement, including but not limited to, all patent prosecution documents
and all information received from Inventors and (ii) with respect to property owned or controlled
by Licensee, means all data, information, and/or tangible material owned or controlled by Licensee,
its Affiliates or its sublicensees and provided to Rutgers in accordance with Licensee’s obligations
hereunder, including information provided in required reports. 

1.3    “Improvements” means any change, modification or enhancement which is
an improvement to an Invention, the *** Patent Rights or 



	 
	

	*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is 



	

4









	
the *** Patent Rights, whether or not patentable or copyrightable. It is anticipated that Rutgers and
Licensee may each make Improvements acting solely and/or jointly.

1.4.    “Licensed Field” means, solely with respect to Polycarbonates, as defined in Section
1.10 and further limited by Exhibit A, the use of *** Patent Rights and/or *** Patent Rights
in ***. Said combination product may contain additional ingredients. For purposes of the foregoing
definition “***. Products specifically included in the Licensed Field
consist of Polycarbonates ***. Any product that does not contain ***, relative to pure Polycarbonate,
is expressly excluded from the Licensed Field. Veterinary uses are not included in Licensed Field.

1.5.    “Licensed Method” means any process, method, or use that is covered by *** Patent
Rights or *** Patent Rights or whose use or practice would constitute, but for the license granted
to Licensee pursuant to this Agreement, an infringement of any issued or pending claim within ***
Patent Rights or *** Patent Rights.



	 
	

	being filed separately with the Securities and Exchange Commission

***  Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is being filed separately with the Securities and Exchange Commission.



	

5









	
1.6.    “Licensed Product(s)” means any material or product or kit, or any service, process,
or procedure that (i) either is covered by *** Patent Rights and/or *** Patent Rights or whose discovery,
development, registration, manufacture, use, or sale would constitute, but for the license granted
to Licensee pursuant to this Agreement, an infringement of any claim within *** Patent Rights and/or
*** Patent Rights or (ii) is discovered, developed, made, sold, registered, or practiced using Rutgers
Technology provided the Rutgers Technology has not lawfully entered the public domain at the
time of use, or using a Licensed Method as it relates to Polycarbonate or (iii) is used to practice
the Licensed Method, in whole or in part. 

1.7    “Major Market Countries” means the United States of America (including possessions
and territories), ***.

1.8.  “Net Sales” means the total of the gross invoice prices of Licensed Products sold
or transferred by Licensee, its Affiliates and its sublicensees, less the sum of reasonable and customary
commissions, discounts, returns, transportation charges and any applicable sales or use or equivalent
taxes or any other charges 



	 
	

	***  Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is 



	

6









	
not directly related to Licensed Product. To the extent Licensee has deducted commissions, discounts,
etc. as permitted by the preceding sentence and Licensee later receives a rebate against the amount
deducted, the rebated amount shall be included as an invoiced sales amount. Payments shall be made
only upon sales or transfers between unrelated third parties and shall be based on arms-length consideration.
In the event Licensee or any of its Affiliates or sublicensees makes a transfer of a Licensed Product
to a third party for other than monetary consideration or for less than fair market value, such transfer
shall be considered a sale hereunder to be calculated at a fair market value for accounting and royalty
purposes.

                A Licensed Product shall be deemed made, used, leased, transferred, sold, or otherwise disposed of
at the time Licensee bills, invoices, ships, or receives payment for such Licensed Product, whichever
occurs first. 

1.9.    “*** Patent Rights” means the U.S. Patents listed in Exhibit A attached hereto
specifically identified as owned by Rutgers and foreign patent(s) and patent application(s)
corresponding to all of the foregoing, owned by Rutgers, including patent claims that 



	 
	

	being filed separately with the Securities and Exchange Commission.

*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is being filed separately with the Securities and Exchange Commission



	

7









	
pertain to Polycarbonate(s) in the Licensed Field and in any reissues, extensions (including governmental
equivalents thereto), substitutions, continuations, and divisions hereof. “*** Patent Rights”
means the process patents listed in Exhibit A attached hereto specifically identified as owned by
*** and foreign patent(s) and patent application(s) corresponding to all of the foregoing, including
patent claims that pertain to Polycarbonate(s) in any reissues, extensions (including government
equivalents thereto), substitutions, continuations, and divisions hereof owned by *** and licensed
to Rutgers. 

1.10.    “Polycarbonate” means ***.

(Formula 1)

1.11.   “Rutgers Technology” means, to the extent they apply to Polycarbonates, all non-patentable,
and tangible information, know-how and physical objects to the extent reasonably necessary or useful
to practice the Inventions and *** Patent Rights in the Licensed Field, which are owned or controlled
by Rutgers and Rutgers has the right to disclose and license to third parties, including but not
limited to:

(a)  the contents of Master File No. ***, and



	 
	

	***  Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is being filed separately with the Securities and Exchange Commission.



	

8









	
(b)  other information, know-how and physical objects (i) created by Dr. Kohn or scientists in the laboratory
of Dr. Kohn prior to the Effective Date of this Agreement, or (ii) created as a non-patented “IMPROVEMENT”
under a Research Agreement to be executed hereafter or (iii) licensed from *** by Rutgers in an agreement
made as of January 27, 2004. 

1.12    “Territory” means ***. 

1.13    “Licensed-Back Field” means all fields of use other than the Licensed Field.


1.14     Master File No. *** means the Master File as submitted to the FDA for purposes
of FDA review of Polycarbonates and related polymers described in the *** Patent Rights, *** Patent
Rights and Rutgers Technology (other than Master File ***). This includes all material relating to
the Licensed Field in Master File *** as of the Effective Date and material in the Licensed Field
added during the term of this Agreement which has been funded by Licensee.

2.    LICENSE GRANT

                2.1.   Subject to the limitations set forth in this Agreement, Rutgers hereby grants to Licensee: 



	 
	

	*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is being filed separately with the Securities and Exchange Commission.



	

9









	
                (a)  an exclusive license solely with respect to Polycarbonates in the Licensed Field in the Territory
under *** Patent Rights and the Rutgers Technology, to make, have made, use, import, put into use,
modify, distribute, sell and have sold Licensed Products and to practice Licensed Methods during
the term of this Agreement.

                (b)  a non-exclusive license solely with respect to Polycarbonates in the Licensed Field in the Territory
under the *** Patent Rights to make, have made, use, import, put into use, modify, distribute, sell
and have sold Licensed Products and to practice Licensed Methods during the term of this Agreement.


                (c)  a non-exclusive license to make monomers under U.S. Patent Nos. *** and *** and corresponding
*** Patent Rights solely for use under this Agreement in the Licensed Field.

                (d)  to facilitate Licensee’s exercise of the preceding licenses, (a) Licensee will have_access
to Master File *** as defined above; and (b) Rutgers will authorize Licensee to reference said Master
File *** in Licensee’s own regulatory submissions to the FDA and to similar regulatory bodies
abroad and in submissions of Licensee’s sublicensees, all at no additional cost. Licensee acknowledges
that other third parties may have access to Master File *** and may incorporate proprietary information
unrelated to the Licensed Field of Licensee. The access rights provided to Licensee above are 



	 
	

	*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is 



	

10









	
limited to all information contained in the Master File as of the Effective Date and those additions
and amendments that are added to the Master File under funding provided by Licensee during the term
of this Agreement. So long as Rutgers is permitted to do so, Rutgers agrees to make Osteotech aware
of changes to the Master File which are relevant to Osteotech but which Osteotech has not funded.


                (e)    To the extent the above licenses omit any patent rights in any jurisdiction owned, licensable,
or controlled by Rutgers as of the Effective Date that are necessary for Osteotech to exercise the
license rights granted in sections 2.1 (a)-(d) above in the Licensed Field, Rutgers agrees that such
rights shall be added to Exhibit A hereto.

                2.2.   During the term of this Agreement, Licensee shall also have the right to make Improvements
as long as the Improvements in the Licensed Field are incorporated into a royalty bearing Licensed
Product hereunder. The rights of Licensee in Improvements discovered and/or developed by or on behalf
of Licensee during the term of this Agreement are hereafter referred to as “Osteotech Improvement
Rights”. Licensee hereby grants to Rutgers an exclusive, worldwide, paid-up license, with right
of sublicense, to make, use and sell products containing or covered by the claims of 



	 
	

	being filed separately with the Securities and Exchange Commission.



	

11









	
Osteotech Improvement Rights (as defined in this section) in the Licensed-Back Field (as defined in
section 1.13). The foregoing grant of license rights to Rutgers by Licensee shall survive the termination
or expiration of this Agreement as to Osteotech Improvement Rights arising before expiration. The
foregoing grant of license rights to Rutgers by Licensee shall not imply any grant by Licensee to
Rutgers of any other intellectual property rights owned by Licensee. The parties shall execute any
and all documentation and take any such actions to achieve the intent of this Section 2.2. 

                2.3    As the Inventions were funded in part by the U.S. Government, the licenses granted hereunder
under the *** Patent Rights shall be subject to the overriding obligations to the U.S. Government
set forth in 35 U.S.C. 200-212 and any future amendments thereto, and applicable governmental implementing
regulations, as well as any other applicable governmental restrictions, if any, including, without
limitation (i) to the obligation to manufacture in the United States Licensed Product intended for
consumption in the United States unless a waiver is obtained, and (ii) to the royalty free non-exclusive
license thereunder to which the U.S. Government is entitled.



	

12









	
                2.4    Rutgers expressly reserves the right to have the Inventions and associated intellectual
property rights licensed by Rutgers and Osteotech Improvement Rights in the Licensed Field used for
educational, research and other non-business purposes and to publish the results thereof. 

                2.5    To the extent Rutgers, principally through the Inventors, has provided Rutgers Technology
to Licensee, it is understood that at the time of disclosure to the Licensee some of the Rutgers
Technology may have been made available to the public without restrictions.

                2.6    Rutgers will promptly advise Licensee of Improvements in the Licensed Field owned by Rutgers to
the Inventions made by Dr. Kohn or scientists in Dr. Kohn’s laboratory during the term of this
Agreement and disclosed to the Rutgers Office of Corporate Liaison and Technology Transfer, to the
extent owned or controlled by Rutgers and lawfully licensable by Rutgers to third parties without
incurring obligations to other third parties. The rights of Rutgers in such Improvements in the Licensed
Field discovered and/or developed by or on behalf of Rutgers during the term of this Agreement may
be solely owned by Rutgers or jointly owned with Licensee in accordance with the U.S. law on inventorship
of patents (the sole or joint rights, collectively “Rutgers Improvement 



	

13









	
Rights”).  To the extent such Rutgers Improvement Rights were funded by Licensee pursuant
to a sponsored research agreement between Licensee and Rutgers, the Rutgers Improvement Rights will
automatically be included within the definition of “Inventions”, *** Patent Rights and
Rutgers Technology, as the case may be and be subject to the terms contained herein. However, if
such Rutgers Improvement Rights were not so funded by Licensee, and if Rutgers has the right to grant
licenses to such Rutgers Improvement Rights to Osteotech, then Rutgers shall be obligated to incorporate
such Rutgers Improvement Rights (other than improvements to the Master File not funded by the Licensee)
in this Agreement on the terms contained herein, as *** Patent Rights or Rutgers Technology as the
case may be.

                3.    SUBLICENSES

                3.1    Rutgers grants to Licensee the right to grant sublicenses to third parties under
any or all of the licenses granted in Article 2, provided Licensee has current exclusive rights to
the *** Patent Rights under this Agreement at the time it exercises a right of sublicense. To the
extent applicable, such sublicense shall include all of the rights of and obligations due 



	

14









	
to Rutgers (and to the United States Government) that are contained in this Agreement.

                3.2    Within thirty (30) days after execution thereof and within thirty (30) days after granting
a sublicense, Licensee shall provide Rutgers with a copy of each sublicense issued hereunder, and
shall thereafter collect and guarantee payment of all royalties and other obligations due Rutgers
relating to the sublicensees and summarize and deliver all reports due Rutgers relating to the sublicensees.

                3.3    Upon termination of this Agreement for any reason, Rutgers shall make a good faith effort
to continue the sublicense so long as the terms thereof are no less favorable to Rutgers than they
are in this Agreement. If a sublicense is not continued, Rutgers shall provide the sublicensee a
reasonable period to sell off any inventory of Licensed Products and terminate its operations in
the Licensed Field on terms comparable to Section 12.1(i) below.


4.    LICENSE ISSUE FEE, LICENSE MAINTENANCE FEES 

AND MILESTONE AND OTHER PAYMENTS

                4.1    License Issue Fee:

Licensee shall pay to Rutgers a non-refundable license issue fee of Three Hundred Thousand Dollars
($300,000.00), which is not an 



	

15









	
advance against royalties. Of this amount, $50,000 will be due within 30 days of the Effective Date
and the remaining $250,000 will only be due within thirty (30) days of satisfactory completion of
all the following milestones, but no later than two hundred seventy (270) days after the Effective
Date unless this Agreement has been terminated prior to the end of such two hundred seventy (270)
day period:

Milestone 1:  ***. 

Milestone 2:  ***. 

Licensee shall select the source(s) at which production for the above milestones will occur, but may
be guided by Licensor. 

Licensee shall approve production budgets. In all cases, final selection of production sources will
lie exclusively with the Licensee. 

All of the work and all of the expense of achieving the foregoing milestones shall be Licensee’s
responsibility, except as provided in the last sentence of this paragraph. Licensor shall provide




	 
	

	*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is 



	

16









	
reasonable cooperation to Licensee. Licensee shall have the right to approve the source at which production
for the above milestones will occur and the production budgets and the right to observe the production
process and any testing. Licensee will pay the costs of such production in accordance with the approved
budget, shall own the lots of monomer and polymer produced and shall have the right to their delivery
in accordance with its delivery instructions. Licensee will, with guidance from the Licensor if required
by the Licensee, select the manufacturer. In the event that material produced during activities described
in Milestones 1 does not meet the specifications, as defined in Exhibit C, the Licensor will
be responsible for payment of all raw material and related costs incurred and Licensee will be
responsible to pay the manufacturer any other costs it negotiates with the manufacturer.


	 


		4.2  	License Maintenance Fees:
		 	 
		4.2.a	   Unless this Agreement is otherwise terminated, then after the earlier of (a) the calendar quarter in
  which Licensee acknowledges in writing satisfactory completion of all the above milestones, or (b)
  the calendar quarter in which occurs the end of the two hundred seventy (270) day period referred
  to in Section 4.1 without termination of this Agreement, (such earlier quarter is hereinafter referred
  to as the Milestone Completion Quarter), 



	 
	

	being filed separately with the Securities and Exchange Commission.



	

17









		 	Licensee shall pay to Rutgers license maintenance fees as follows: (1) for the 1st through the 30th calendar quarters following the Milestone Completion Quarter, a quarterly payment of $*** (annual rate of *** Dollars ($***)); (2) for the 31st through the 34th calendar quarters following the Milestone Completion Quarter, a quarterly payment of $*** (annual rate of *** ($***)); (3) for the 35th through the 38th calendar quarters following the Milestone Completion Quarter a quarterly payment of $*** (annual rate of *** ($***)); and (4) commencing with the 39th calendar quarter following the Milestone Completion Quarter, and throughout the remaining term of the Agreement, a quarterly payment of $*** (annual rate of *** Dollars ($***)).

		 	 
		4.2.b.	   The payment schedule of annual License Maintenance Fees set forth in section 4.2.a. will be modified
  when Licensee obtains for the first time approval by the US Food and Drug Administration or any other
  comparative regulatory agency in any country of the Major Market Countries to commence marketing
  of any Licensed Product. If this approval occurs in any of the 1st through the 30th calendar quarters following the Milestone Completion 



	 
	

	*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is 



	

18









		 	Quarter, for the first calendar quarter after the calendar quarter in which such approval occurs (“Marketing Approval Quarter”), instead of a quarterly payment of $*** the quarterly payment shall be $*** (annual rate of *** ($***)) and this rate shall continue through the 4th calendar quarter following the Marketing Approval Quarter. Thereafter, the payments shall be as follows: (1) for the 5th through the 8th calendar quarters following the Marketing Approval Quarter a quarterly payment of $*** (annual rate of *** ($***)); and (2) commencing with the 9th calendar quarter following the Marketing Approval Quarter and throughout the remaining term of the Agreement, a quarterly payment of $*** (annual rate of, *** ($***)). 

		 	 
		4.2.c.	   All royalties payable under Article 5 which are earned by Rutgers during a calendar quarter shall be
  credited against payment of License Maintenance Fees for such quarter. In the event of a partial
  calendar quarter at termination, the annual License Maintenance Fee shall be pro-rated.



	 
	

	 is being filed separately with the Securities and Exchange Commission.

*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is being filed separately with the Securities and Exchange Commission.



	

19









		4.2.d.	     License Maintenance Fees due and payable to Rutgers shall be paid to Rutgers quarterly on or before
  sixty (60) days following these dates of each calendar year:

			 


	 	March 31 	 	June 30	 	 
	 	 	 	 	 	 
	 	September 30 	 	December 31	 	 


		 
	 	Each such payment will be for License Maintenance fees due on such date, less royalties paid during
  each period. By way of example, within 60 days after March 31, Licensee shall pay License Maintenance
  Fees for the calendar quarter ending March 31 plus royalties in excess thereof, if any, which are
  payable to Rutgers for such quarter.

	 	 
	 	4.3    Milestone Payments


	 
	
Licensee shall pay to Rutgers milestone payment fees in accordance with the following schedule:


	 


	Event	 	Amount	 
	  	  	  	  
	
 	 	
 	 
	***
	 	***	 
	 	 	 	 
	***
	 	***	 
	 	 	 	 
	***
	 	***	 


	 
	

	*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is 



	

20









	
Licensee shall make each such payment, within 60 days of the date of the event giving rise to the payment.

                4.4    Sublicensing Payments

                Licensee shall pay to Rutgers *** (***%) of all consideration received by Licensee (other than running
royalty payments) from sublicensing or transferring the rights licensed to Licensee hereunder and
*** (***%) of all amounts Licensee recovers from infringers or alleged infringers for rights licensed
hereunder, (net of out-of-pocket expenses incurred by Licensee and Rutgers in prosecuting and obtaining
such recovery). For purposes of clarification, the *** (***%) does not apply to fees paid to Licensee
to fund scientific research or for scientific clinical or pre-clinical studies or reimbursed costs
of expected work relating to regulatory approval of Licensed Product. In the event that the recovered
amount is not sufficient to cover all out-of-pocket expenses incurred by the parties, Licensee shall
first receive reimbursement of its respective total expenses incurred in seeking the particular recovery,
after which any remaining recovered amount shall next be used to reimburse Rutgers.

5.    ROYALTIES




	 
	

	being filed separately with the Securities and Exchange Commission.

*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is being filed separately with the Securities and Exchange Commission.



	

21









	                5.1    Except as otherwise required by law, Licensee shall pay to Rutgers a running royalty
of *** (***%) of Net Sales of Licensed Products during the term of this Agreement where only
*** Patent Rights but not *** Patent Rights are practiced in making, using or selling a Licensed
Product, or a running royalty of *** (***%) of Net Sales of Licensed Products where *** Patent Rights
are practiced, either alone, or in combination with *** Patent Rights, in making, use or selling
a Licensed Product. Sales among Licensee, its Affiliates and its marketing and development partners
for ultimate third party use shall be disregarded for purposes of computing royalties; royalties
shall be payable only upon sales or transfers between unrelated third parties and shall be based
on arms length consideration. On any Net Sales of Licensed Products where no *** Patent Rights or
*** Patent Rights are practiced in developing, making, using or selling a Licensed Product, the royalty
rates shall be reduced by *** (***%) relative to royalties otherwise due.

                  5.2    Royalties payable to Rutgers shall be paid to Rutgers quarterly on or before sixty (60) days following
these dates of each calendar year:



	 
	

	*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is 



	

22









	 	March 31 	 	June 30	 	 
	 	 	 	 	 	 
	 	September 30 	 	       December 31	 	 


	 
	
Each such payment will be for unpaid royalties that accrued within Licensee’s most recently completed
calendar quarter. By way of example, within 60 days of March 31, Licensee shall pay royalties for
the calendar quarter ending March 31.

                5.3    All amounts due Rutgers shall be payable in United States Dollars in Piscataway, New
Jersey. When Licensed Products are sold for monies other than United States Dollars, the earned
royalties will first be determined in the foreign currency of the country in which such Licensed
Products were sold and then converted into equivalent United States Dollars. The exchange rate will
be the United States Dollar buying rate quoted in the Wall Street Journal on the last day of the
reporting period.

                5.4    Licensee shall be responsible for any and all taxes, fees, or other charges imposed
by the government of any country outside the United States on the remittance of royalty income for
sales occurring in any such country. Licensee shall also be responsible for all bank transfer charges.



	 
	

	being filed separately with the Securities and Exchange Commission.



	

23









	
                5.5    If at any time legal restrictions prevent the acquisition or prompt remittance of United
States Dollars by Licensee with respect to any country where a Licensed Product is sold, Licensee
shall pay royalties due to Rutgers from Licensee’s other sources of United States Dollars.

                5.6    In the event that any patent or any claim thereof included within the *** Patent Rights
or *** Patent Rights shall be held invalid in a final decision by a court of competent jurisdiction
and last resort in any country and from which no appeal has or can be taken, all obligation to pay
royalties based on such patent or claim or any claim patentably indistinct therefrom shall cease
as of the date of such final decision with respect to such country. Licensee shall not, however,
be relieved from paying any royalties that accrued before such decision or that are based on another
patent or claim not involved in such decision, or that are based on Rutgers Technology, provided
the Rutgers Technology has not lawfully entered the public domain at the time of use.

                5.7    If a license to an Invention(s) has been granted to the United States Government, no
royalties shall be payable hereunder 



	 
	

	*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is 



	

24









	
on Licensed Product(s) sold to the U.S. Government. Licensee and its sublicensees shall reduce the
amount charged for Licensed Products sold to the United States Government by an amount equal to the
royalty for such Licensed Products otherwise due Rutgers as provided herein.

6.    DILIGENCE

                6.1    Licensee, upon execution of this Agreement, shall use commercially reasonable efforts
to develop, test, obtain any required governmental approvals, manufacture, market and sell Licensed
Products. 

                6.2    Licensee has ***
and Development plan (hereinafter the “Plan”) which is provided in Exhibit B appended to
this Agreement. Licensee is obligated to follow the timeline set forth in Table II and Figure III
of the Plan in terms of products to be commercialized within the timelines outlined in the Plan.
Recognizing the uncertainties inherent in the Plan, Licensee shall have the right to amend Table
II and Figure III of the Plan in 



	 
	

	being filed separately with the Securities and Exchange Commission.



	

25









	
mutual consent with Rutgers, such consent not to be unreasonably withheld by Rutgers. 

                6.3    Within one year of receiving approval of a Licensed Product in any country, Licensee
shall commence commercial marketing of such Licensed Product in such country; and shall thereafter
use commercially reasonable efforts to meet the market demand for Licensed Products in such country
at all times during the exclusive period of this Agreement. 

                6.4    If Licensee materially fails to
perform any of the preceding items described in this Article 6 in a timely manner, except by reason
of force majeure, in particular, if Licensee materially fails to adhere to the representations set
forth in Table II and Figure III of the Plan in terms of products to be commercialized within the
timelines outlined in the Plan, then Rutgers shall have the right and option to terminate this Agreement
in accordance with the provisions outlined in Section 10 (Termination). Said right to terminate under
this Section 6.4, if exercised by Rutgers, supersedes the rights granted in Article 2 (Grant). 

7.    PROGRESS AND ROYALTY REPORTS



	

26









	
                7.1    At the end of the first full calendar half-year after the Effective Date, and semi-annually
thereafter, Licensee shall submit to Rutgers a progress report covering Licensee’s activities
related to the development and testing of all Licensed Products and the obtaining of the governmental
approvals necessary for marketing. These progress reports shall be made for each Licensed Product
in each country of the Territory, where development of Licensed Products is taking place.

                7.2    The progress reports submitted under section 7.1 shall include sufficient information
to enable Rutgers to determine Licensee’s progress in fulfilling its obligations under Article
6, including, but not limited to, the following topics:


	 


	 	–	summary of work completed
	 	 	 
	 	–	summary of work in progress, including product development and testing and progress in obtaining government
  approvals



	 	 	 
	 	–	current schedule of anticipated events or milestones
	 	 	 
	 	–	market plans for introduction of Licensed Products in countries of the Territory in which Licensed
  Product has not been introduced

	 	 	 
	 	–	activities in obtaining sublicensees and activities of sublicensees


	

27









	
                7.3    On or about each anniversary date of this agreement, Rutgers shall have the right to
call for a half-day, detailed review meeting during which Licensee and representatives of its sublicensees
and Rutgers discuss the progress reports submitted by Licensee under section 7.2. These meetings
shall be held at Licensee’s facility under appropriate confidentiality and Licensee will encourage
its scientists and staff to provide full and detailed information to enable Rutgers to evaluate the
progress reports submitted by Licensee, and to evaluate proposed amendments to the Plan as described
in section 6.2. 

                7.4    Licensee shall have a continuing responsibility to keep Rutgers informed of the large/small
entity status (as defined by the United States Patent and Trademark Office) of itself and its sublicensees.

                7.5    Licensee shall report to Rutgers in its immediately subsequent progress and royalty
report the date of first commercial sale of each Licensed Product in each country.



	

28









	
                7.6    After the first commercial sale of a Licensed Product anywhere in the Territory, in
accordance with Section 5.2, Licensee will make quarterly royalty reports to Rutgers on or before
sixty (60) days after each March 31, June 30, September 30 and December 31 of each year. Each such
royalty report will cover Licensee’s most recently completed calendar quarter and will show
(a) the units sold, gross sales, deductions listed by type and Net Sales of each type of Licensed
Product sold by Licensee and its sublicensees and affiliates on which royalties have not been paid,
country by country; (b) the royalties and fees and other consideration, in U.S. dollars, payable
hereunder, including an indication, to the extent reasonably available, which *** Patent Rights,
if any, were not used to generate such royalties, fees and other consideration and whether or not
*** Patent Rights were utilized; (c) any other factor used to calculate the royalty or any amount
due hereunder; (d) the exchange rates used, if any; and (e) any other information relating to the
foregoing reasonably requested by Rutgers. At any time after the Effective Date and during Licensee’s
development of Licensed Products, Licensee shall also provide information to Rutgers concerning licensed
intellectual property used to develop Licensed Products and licensed patent rights which will be
used to make, use and sell Licensed Products, as reasonably requested by 



	 
	

	*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is 



	

29









	
Rutgers, and confer with Rutgers with respect to such information, at the request of Rutgers, in order
to assist Rutgers in making a determination whether Rutgers owes to ***, pursuant to Rutgers’
contractual obligations to ***, any portion of the payments Licensee is obligated to make to Rutgers
hereunder.

                7.7    If no sales of Licensed Products have been made, and no other consideration due Rutgers
was owed during any reporting period, a statement to this effect shall be made by Licensee.

8.    BOOKS AND RECORDS

                8.1    Licensee shall keep and cause its Affiliates and sublicensees to keep books
and records in accordance with generally acceptable accounting principles accurately showing all
transactions and information relating to this Agreement. Such books and records shall be preserved
for at least five (5) years from the date of the entry to which they pertain and shall be open 



	 
	

	being filed separately with the Securities and Exchange Commission.

*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is being filed separately with the Securities and Exchange Commission.



	

30









	
to inspection by representatives or agents of Rutgers at reasonable times upon reasonable notice no
more than once per calendar year. 

                8.2    The fees and expenses of Rutgers’ representatives performing such an examination
shall be borne by Rutgers. However, if an error in royalties of more than ***(***%) of the total
royalties due for any year is discovered, or if as a result of the examination it is determined that
Licensee is in material breach of its other obligations under this Agreement, then the fees and expenses
of these representatives shall be borne by Licensee, and Licensee shall promptly reimburse Rutgers
for reasonably documented audit expenses as well as all overdue royalty and late interest payments. 

9.    TERM OF THE AGREEMENT



	 
	

	*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is being filed separately with the Securities and Exchange Commission.



	

31









	
                9.1    Unless otherwise terminated by operation of law or by acts of the parties in accordance
with the provisions of this Agreement, this Agreement shall be in force from the Effective Date
and shall remain in effect in each country of the Territory until the expiration of the last-to-expire
patent of the *** Patent Rights and *** Patent Rights licensed hereunder having claims covering the
Licensed Product under this Agreement sold in such country or 10 years from the date of first commercial
sale of a Licensed Product in such country, whichever is later. If Licensee continues to sell Licensed
Products after such date of expiration and Licensee is otherwise in full compliance with its obligations
under this Agreement, the license hereunder shall be considered fully paid up and the only obligations
shall be as set forth in Section 9.2.

                9.2    Any expiration or termination of this Agreement shall not affect the rights and obligations
set forth in the following Articles:

	 


		Article 8	Books and Records, except to the extent all related provisions of the License have expired, been 



	 
	

	*** 



	

32









		 	           terminated or fully paid up.
	 	 	 
		Article 12	Disposition of Licensed Products on Hand Upon Termination, except to the extent all related provisions of the License have expired,
  been terminated or fully paid up.

		 	 
		Article 13	Use of Names, Trademarks and Confidential Data
		 	 
		Article 18	Indemnification
		 	 
		Article 23	Failure to Perform
		 	 
		Article 28	Confidentiality


	 
	
10.    TERMINATION FOR CAUSE BY EITHER PARTY

                10.1  If one party should breach or fail to perform any material provision of this Agreement,
then the other party may give written notice of such default, specifying the breach and each 



	

33









	
country, e.g., U.S., ***, ***, in which the breach is allegedly occurring or whether the breach relates
to the entire Agreement (Notice of Default), to the breaching party. If the breaching party should
fail to cure such default within sixty (60) days of notice thereof, the non-breaching party shall
have the right to terminate this Agreement and the licenses herein as to the country/ies where the
breach remains uncured (if the breach relates only to certain countries) by giving a second written
notice (Notice of Termination) to the breaching party, specifying countries being terminated. If
a Notice of Termination is sent to breaching party, this Agreement shall automatically terminate
on the effective date of such Notice of Termination. Termination shall not relieve the breaching
party of its obligation to pay all amounts due to the non-breaching party as of the effective date
of termination and shall not impair any accrued rights of the non-breaching party. During the 60
day aforementioned cure period, the parties shall negotiate in good faith to resolve any dispute
relating to any alleged breach of this Agreement.

                10.2    Rutgers agrees that within fifteen(15) business days of the receipt by its Office of
Corporate Liaison and Technology Transfer (OCLTT) of any written notice by *** of Rutgers’
alleged material breach or termination of its agreement with Rutgers 



	 
	

	*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is 



	

34









	
granting Rutgers rights to the *** Patent Rights, Rutgers will advise Licensee of such notice
and provide a copy of such notice to Licensee. In the event of any such notice, Licensee shall have
the right at its option to terminate this Agreement, without prejudice to any other remedy Licensee
may have hereunder, by giving Rutgers sixty(60) days advance notice of termination thereof, such
notice to be effective at the end of such sixty (60) day period unless Rutgers has resolved the situation
prior to the end of such sixty (60) day period. 

11.    VOLUNTARY TERMINATION BY LICENSEE

                11.1    Licensee shall have the right at any time to terminate this Agreement in its entirety
or as to any country by giving 120 days advance Notice of Termination thereof in writing to Rutgers,
pursuant to Section 19. 

                11.2    Any termination pursuant to the above section shall not relieve Licensee of any obligation or liability
accrued hereunder prior to such termination or rescind anything done by Licensee or 



	 
	

	being filed separately with the Securities and Exchange Commission.

***



	

35









	
any payments made to Rutgers hereunder prior to the time such termination becomes effective, and such
termination shall not affect in any manner any rights of Rutgers arising under this Agreement prior
to such termination.

12.    DISPOSITION OF LICENSED PRODUCTS AND INFORMATION

ON HAND UPON TERMINATION

                12.1    Upon termination of this Agreement by either party as permitted herein (i) Licensee
shall have the privilege of disposing of all previously made or partially made Licensed Products
(Licensee may complete partially made Licensed Products), but no more, within a period of one hundred
and eighty (180) days after the initial Notice of Termination given pursuant to Section 10.1, 10.2
or 11.1 hereunder, provided, however, that the disposition of such Licensed Products shall be subject
to the terms of this Agreement including, but not limited to, the payment of royalties at the rate
and at the time provided herein and the rendering of reports thereon; (ii) Licensee shall promptly
return, and shall cause its Affiliates and sublicensees to return, to Rutgers all property belonging
to Rutgers including without limitation Rutgers Technology, if any, that has been provided to Licensee
or its Affiliates or sublicensees hereunder, and all copies and facsimiles 



	

36









	
thereof and derivatives therefrom (except that Licensee may retain one copy of written material for
record purposes only, provided such material is not used by Licensee for any other purpose and is
not disclosed to others); and (iii) Licensee shall provide Rutgers, as reasonably requested by Rutgers,
with copies of all technical information, know-how, trade secrets and inventions, whether or not
patented by Licensee that are useful in commercial development of Polycarbonates and/or that comprise
information from animal studies and regulatory filings for the Licensed Product, and Rutgers shall
have the nonexclusive, worldwide right, with right of sublicense, to use such information, to the
extent Licensee is free to license it, so long as the use and licensing does not infringe any Licensee
patent.

13.    USE OF NAMES, TRADEMARKS, AND CONFIDENTIAL INFORMATION

                13.1    Nothing contained in this Agreement shall be construed as granting any right to Licensee,
its Affiliates or sublicensees to use in advertising, publicity, or other promotional activities
or otherwise any name, trade name, trademark, or other designation of Rutgers or any of its units
(including contraction, abbreviation or simulation of any of the foregoing). Unless required by law
or consented to in advance in writing by an authorized representative of Rutgers, the use by Licensee
of the name, “Rutgers, The State 



	

37









	
University of New Jersey” or any campus or unit of Rutgers is expressly prohibited.

14.    LIMITED WARRANTY

                14.1    Rutgers warrants to Licensee that (a) it has the lawful right to grant this license;
including the right relating to the *** Patent Rights; (b) Rutgers Director of OCLTT, after inquiry
with Dr. Kohn has no actual knowledge that Rutgers’ Patent Rights are invalid or their
practice infringes the patent rights of any third party; and (c) to the knowledge of Rutgers Director
of OCLTT after inquiring of OCLTT’s in house patent counsel, the *** Patent Rights and the ***
Patent Rights as defined herein include all patent rights (issued or in the form of applications
filed) currently owned, licensable or controlled by Rutgers that would be infringed by making, having
made, selling, offering to sell or selling a Polycarbonate as defined in this Agreement and exploiting
it in the Licensed Field. Rutgers further represents and warrants that Rutgers’ rights to the
*** Patent Rights arise under an agreement that became effective on or about January 27, 2004; such
agreement is currently valid and subsisting; and such agreement provides that *** irrevocably grants
to Rutgers a worldwide 



	 
	

	*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is 



	

38









	
license, with the right to grant sublicenses, to make, have made, use, sell, lease and otherwise dispose
of products employing the *** Patent Rights. 

                14.2    Except as set forth in Section 14.1, this license and the associated Inventions, ***
Patent Rights, *** Patent Rights and Rutgers Technology are provided WITHOUT WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. Except as set forth
in Section 14.1, RUTGERS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS OR LICENSED
METHODS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT.

                14.3    IN NO EVENT WILL RUTGERS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, RESULTING FROM EXERCISE OF THIS LICENSE BY OR
ON BEHALF OF LICENSEE, ITS AFFILIATES OR SUBLICENSEES OR MANUFACTURE, SALE, OR USE OF THE INVENTION
OR LICENSED PRODUCTS OR RUTGERS INTELLECTUAL PROPERTY LICENSED HEREUNDER. 

                14.4    Except as provided in section 14.1, Nothing in this Agreement shall be construed as: 



	 
	

	being filed separately with the Securities and Exchange Commission.

*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is being filed separately with the Securities and Exchange Commission.



	

39









		(14.4a)    	a warranty or representation by Rutgers as to the validity or scope of any *** Patent Rights or *** Patent
  Rights; or

			 
		(14.4b)  	a warranty or representation that anything made, used, sold, or otherwise disposed of under any license
  granted in this Agreement is or will be free from infringement of patents or other intellectual property
  rights of third parties; or

			 
		(14.4c)    	an obligation to bring or prosecute actions or suits against third parties except as provided in Article
  17; or

			 
		(14.4d)	conferring by implication, estoppel or otherwise any license or rights under any patents or other intellectual
  property of Rutgers other than *** Patent Rights, *** Patent Rights, and Rutgers Technology, regardless
  of whether such patents are dominant or subordinate to *** Patent Rights or *** Patent Rights; or



	 
	

	*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is being filed separately with the Securities and Exchange Commission.



	

40









	
	 


		(14.4d)    	an obligation to furnish any know-how not provided in Rutgers intellectual property licensed hereunder.



	 
	
15.     PATENT PROSECUTION

AND MAINTENANCE

                15.1    Rutgers shall diligently prosecute and maintain the United States and international
patent applications and patents included in the *** Patent Rights using counsel of its choice. Rutgers’
counsel shall take instructions only from Rutgers. Rutgers shall promptly provide Licensee with copies
of all relevant documentation so that Licensee may be informed and apprised of the continuing prosecution.
Licensee agrees to keep this documentation confidential.

                15.2    Rutgers shall give due consideration to amending any patent application included in the *** Patent Rights to include 



	 
	

	*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is being filed separately with the Securities and Exchange Commission.
	  
	
*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is being filed separately with the Securities and Exchange Commission.



	

41









	
claims reasonably requested by Licensee to protect the Licensed Products contemplated to be sold under
this Agreement.

                15.3    Licensee shall be responsible for paying all future costs, of preparing, filing,
prosecuting, defending, and maintaining all United States patent applications and/or patents, including
interferences and oppositions, and all corresponding foreign patent applications and patents covered
by *** Patent Rights. In addition, within thirty (30) days after execution of this Agreement, Licensee
shall pay Rutgers $*** for such patent-related costs incurred prior to the Effective Date, which
amount represents Licensee’s share of such costs. Future costs shall be payable by Licensee
within thirty (30) days of the billing date. To the extent others are licensed under the *** Patent
Rights or *** Patent Rights, promptly after the effective date of each such license, Rutgers agrees
to make an adjustment for future reimbursement by Licensee so that it takes into consideration the
comparable present and future cost reimbursement obligations of the new licensee.

                15.4    Following the Effective Date of this Agreement, Rutgers will promptly notify Licensee of any new U.S.
patent filings based 



	

42









	
on the *** Patent Rights or an Improvement made by Rutgers as contemplated by Section 2.6 to the extent
required to be added to or disclosed under this Agreement. Rutgers shall, at the request of Licensee,
file, prosecute, and maintain patent applications and patents covered by *** Patent Rights in foreign
countries if available. Licensee consents to the filing of all PCT and foreign patent applications
and maintenance of patents that have already been filed and issued as of the Effective Date. Licensee
shall notify Rutgers within six (6) months of the filing of the corresponding United States application
of its decision to obtain all other foreign patents. This notice shall be in writing and shall identify
the countries desired. The absence of such a notice from Licensee shall be considered by Rutgers
to be an election not to request foreign rights.

                15.5    Licensee’s obligation to underwrite and to pay patent prosecution costs shall
continue for so long as this Agreement remains in effect, provided, however, that Licensee may terminate
its obligations with respect to any given patent application or 



	 
	

	*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is being filed separately with the Securities and Exchange Commission.



	

43









	
patent upon three (3) months’ prior written notice to Rutgers. Rutgers shall use reasonable efforts
to curtail future patent costs when such a notice is received from Licensee. Licensee shall promptly
pay patent costs which cannot be so curtailed. Commencing on the effective date of such notice, Rutgers
may continue prosecution and/or maintenance of such application(s) or patent(s) at its sole discretion
and expense, and Licensee shall have no further right or licenses thereunder.

                15.6    Rutgers shall have the right to file patent applications at its own expense in any
country or countries in which Licensee has not elected to secure patent rights or in which Licensee’s
patent rights hereunder have terminated, and such applications and resultant patents shall not be
subject to this Agreement and may be freely licensed by Rutgers to third parties together with Rutgers
Technology.

16.    PATENT MARKING

                16.1    Licensee shall mark all Licensed Products made, used, sold or otherwise disposed of
under the terms of this Agreement, and/or their containers, in accordance with the applicable patent
marking laws.



	

44









	
17.    PATENT INFRINGEMENT

                17.1    In the event that Licensee shall learn of the substantial infringement in the Licensed
Field of any patent included in the *** Patent Right licensed under this Agreement, Licensee shall
notify Rutgers in writing and shall provide Rutgers with reasonable evidence of such infringement.
Both parties to this Agreement agree that during the period and in a jurisdiction where Licensee
has exclusive rights under this Agreement under the *** Patent Rights, neither will notify a third
party of the infringement of any of *** Patent Rights without first obtaining consent of the other
Party, which consent shall not be unreasonably denied. Both parties shall use their best efforts
in cooperation with each other to terminate such infringement without litigation.

                17.2    Licensee may request that Rutgers take legal action against the infringement of ***
Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such
infringement to Licensee. If the infringing activity has not been 



	 
	

	*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is being filed separately with the Securities and Exchange Commission.
	  
	
*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is being filed separately with the Securities and Exchange Commission.



	

45









	
abated within ninety (90) days following the effective date of such request, Rutgers shall have the
right to commence suit on its own account or refuse to commence such suit. Rutgers shall give notice of its election in writing to Licensee by the end of the one-hundredth (100th)
day after receiving notice of such request from Licensee. Licensee may thereafter bring suit for
patent infringement if and only if Rutgers refuses to commence suit and if the infringement sued
on occurred during the period and in a jurisdiction where Licensee had exclusive rights under this
Agreement. However, in the event Licensee elects to bring suit in accordance with this section, Rutgers
may thereafter join such suit at its own expense.

                17.3    Such legal action as is decided upon shall be at the expense of the party on account
of whom suit is brought subject to reimbursement and sharing principles of Section 4.4. 

                17.4    Each party agrees to cooperate with the other in litigation proceedings instituted
hereunder but at the expense of the party on account of whom suit is brought for out-of-pocket expenses.
Such litigation shall be controlled by the party bringing the suit. Each party may be represented
by counsel of its choice at its own expense.

18.    INDEMNIFICATION AND INSURANCE



	

46









	
                18.1    To the maximum extent permitted by law, Licensee shall indemnify, hold harmless and
defend Rutgers, its governors, trustees, officers, employees, students, agents and the Inventors
against any and all claims, suits, losses, liabilities, damages, costs, fees and expenses (including
reasonable attorneys’ fees) resulting from or arising out of the exercise of the rights granted
under this license or any sublicense by Licensee, its Affiliates and sublicensees. This indemnification
shall include, but is not limited to, any and all claims alleging product liability. The foregoing
does not prevent Licensee from separately claiming damages from Rutgers for breach of warranty or
claims against Rutgers that the law does not permit Rutgers to disclaim. 

                18.2    Throughout the term of this Agreement, and to the extent applicable from
and after the date of first commercial sale of a Licensed Product, Licensee shall maintain commercially issued policies of insurance or, with the prior written approval of Rutgers, programs of self-insurance
with financial reserves sufficient to support its obligations under this Agreement, which provide
coverage and limits as required by statute or as necessary to prudently insure the activities and
operations of Licensee. The commercial general liability insurance policy, or liability self-insurance
program, shall include the interests of Rutgers as an 




	

47









	
additional insured and provide coverage limits of not less than $5,000,000 combined single limits as
respects premises, operations, contractual liability and, if applicable, liability arising out of
products and/or completed operations. Licensee shall provide Rutgers with certificates of insurance
for commercially insured policies or evidence of self-insurance resources satisfactory to Rutgers
risk management department. 

It is expressly agreed that the insurance or self-insurance are minimum requirements which shall not
in any way limit the liability of Licensee and shall be primary coverage. Any insurance or self-insurance
program maintained by Rutgers shall be excess and noncontributory.

                18.3    Rutgers shall promptly notify Licensee in
writing of any claim or suit brought against Rutgers in respect of which Rutgers intends to invoke
the provisions of Article 18. Licensee shall keep Rutgers informed on a current basis of its defense
of any claims pursuant to Article 18.

                                                                                           

19.    NOTICES

                19.1    Any notice or payment required to be given to either party shall be deemed to have been properly given and to be 



	

48









	
effective (a) on the date of delivery if delivered in person,(b) five (5) days after mailing if mailed
by first-class certified mail, postage paid and deposited in the United States mail, to the respective
addresses given below, or to such other address as it shall designate by written notice given to
the other party,(c) on the date of delivery if delivered by express delivery service such as Federal
Express or DHL or (d) on the date of transmission if made by facsimile. 


	 


	In the case of Licensee:   Osteotech, Inc.	 
	 	 	 	 
	 	 	51 James Way	 
	 	 	Eatontown, NJ  07724 	 
	 	 	Attn:  President	 
	 	 	 	 
	 	 	Facsimile Number:  (732) 935-0626	 
	In the case of Rutgers: 	 	Rutgers, The State University of 	 
	 	 	New Jersey	 
	 	 	Office of Corporate Liaison and	 
	 	 	Technology Transfer 	 
	 	 	 	 
	 	 	ASB III	 
	 	 	3 Rutgers Plaza	 
	 	 	New Brunswick, N.J. 08901	 
	 	 	Attention: Director	 


	

49









	 	 	Facsimile Number: 732-932-0146	 


	 
	
20.    ASSIGNABILITY

                20.1    This Agreement is binding upon and shall inure to the benefit of Rutgers, its successors
and assigns, but shall be personal to Licensee and assignable by Licensee only (a)to an Affiliate
(provided Licensee guaranties that Affiliate’s performance of this Agreement) or (b) with the
written consent of Rutgers, which consent shall not be unreasonably withheld.

21.    LATE PAYMENTS

                21.1    In the event any amounts due Rutgers hereunder, including but not limited to royalty
payments, fees and patent cost reimbursements, are not received when due except when prevented by
force majeure, Licensee shall pay to Rutgers interest charges at a rate of *** (***) percent
per annum or the highest rate permitted by law if less than ***%. Such interest shall be calculated
from the date payment was due until actually received by Rutgers.



	 
	

	*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is 



	

50









	
22.    WAIVER

                22.1    It is agreed that failure to enforce any provisions of this Agreement by a party shall
not be deemed a waiver of any breach or default hereunder by the other party. It is further agreed
that no express waiver by either party hereto of any breach or default of any of the covenants or
agreements herein set forth shall be deemed a waiver as to any subsequent and/or similar breach or
default.

23.    FAILURE TO PERFORM

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

24.    GOVERNING LAWS



	 
	

	being filed separately with the Securities and Exchange Commission.



	

51









	
                24.1    THIS AGREEMENT SHALL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW JERSEY WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS, but the scope and validity
of any patent or patent application shall be governed by the applicable laws of the country of such
patent or patent application.

25.    PREFERENCE FOR UNITED STATES INDUSTRY

                25.1    If the U.S. Government sponsored the Invention in whole or in part, Licensee agrees
that any products sold in the United States embodying this Invention or produced through the use
thereof will be manufactured substantially in the United States.

26.    FOREIGN GOVERNMENT APPROVAL

OR REGISTRATION

                26.1    If this Agreement or any associated transaction is required by the law of any nation
to be either approved or registered with any governmental agency, Licensee shall assume all legal
obligations to do so and the costs in connection therewith. 



	

52









	
27.    EXPORT CONTROL LAWS

                27.1  Licensee shall observe all applicable United States and foreign laws with respect to
the transfer of Licensed Products and related technical data to foreign countries, including, without
limitation, the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations.

28.    CONFIDENTIALITY 

                28.1  Each of Licensor and Licensee (i) shall not use any Confidential Information of the
other, except for the sole purpose of performing this Agreement, (ii) shall safeguard the same against
disclosure to others with the same degree of care as it exercises with its own data of a similar
nature, and (iii) shall not disclose or permit the disclosure of such Confidential Information to
others (except to its employees, agents or consultants who are bound to Licensee and Rutgers by a
like obligation of confidentiality) without the express written permission of Rutgers, except that
Licensee shall not be prevented from using or disclosing any Confidential Information: 



	

53









		(28.1a)    	which the receiving party can demonstrate by written records was previously known to it; or

		 	 
		(28.1b)	which is now, or becomes in the future, information generally available to the public in the form supplied,
  other than through acts or omissions of the receiving party ; or

			 
		(28.1c)	which is lawfully obtained by the receiving party from sources independent of the disclosing party
  who were entitled to provide such information to the receiving party ; or

		 	 
		(28.1d)   	which is required by law to be disclosed.


	 
	
The obligations of the parties under this section 28.1 shall remain in effect for five (5) years
from the date of termination or expiration of this Agreement.

29.    MISCELLANEOUS

                29.1    The headings of the several articles are inserted for convenience of reference only
and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.



	

54









	
                29.2    This Agreement will not be binding upon the parties until it has been signed below
on behalf of each party by a duly authorized representative.

                29.3    No amendment or modification hereof shall be valid or binding upon the parties unless
made in writing and signed on behalf of each party by a duly authorized representative.

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

                29.5    Licensee shall not enter into any agreements relating to this Agreement with Inventors
or other Rutgers employees or students in contravention of the legal rights or policies of Rutgers.


                29.6    In case any of the provisions contained in this Agreement shall be held to be invalid,
illegal or unenforceable in any respect, (i)such invalidity, illegality or unenforceability shall not affect any other provisions hereof, (ii) the particular provision, to the extent permitted
by law, shall be reasonably construed and equitably reformed to be valid and enforceable and 




	

55









	
(iii) this Agreement shall be construed as if such invalid or illegal or unenforceable provisions had
never been contained herein.

                29.7    Rutgers shall have the right to terminate
this Agreement forthwith by giving written notice of termination to Licensee at any time upon or
after the filing by Licensee of a petition in bankruptcy or insolvency, or upon or after any adjudication
that Licensee is bankrupt or insolvent, or upon or after the filing by Licensee of any petition or
answer seeking judicial reorganization, readjustment or arrangement of the business of Licensee under
any law relating to bankruptcy or insolvency, or upon or after the appointment of a receiver for
all or substantially all of the property of Licensee, or upon or after the making of any assignment
or attempted assignment for the benefit of creditors, or upon or after the institution of any proceeding
or passage of any resolution for the liquidation or winding up of Licensee’s business or for
termination of its corporate life.

                29.8    The parties shall use reasonable efforts to cooperate in issuing a joint press release
upon execution of the Agreement. Rutgers recognizes the Licensee is a public company with certain
obligations relating to disclosure of this agreement.



	

56









	
                29.9    This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.

                29.10    Nothing herein shall be deemed to constitute one party as the agent or representative
of the other party or both parties as joint venturers or partners. Each party is an independent contractor.

                IN WITNESS WHEREOF, both Rutgers and Licensee have executed this Agreement, in duplicate originals,
by their duly authorized representatives on the day and year hereinafter written.

Rutgers, The State University 

By__________________________
William T. Adams

Director, Office of Corporate Liaison and Technology Transfer

Date_________________________

Osteotech, Inc.

By:__________________
Michael J. Jeffries

Executive Vice President 

& Chief Financial Officer

Date______________________



	

57









	
TABLE OF CONTENTS


	 


	Article No.	 	Title	 	Page	 
	
	 	
	 	
	 
	1	 	 	DEFINITIONS	 	3	 
	2	 	 	LICENSE GRANT	 	10	 
	3	 	 	SUBLICENSES	 	14	 
	4	 	 	LICENSE ISSUE FEE	 	16	 
	5	 	 	ROYALTIES	 	22	 
	6	 	 	DUE DILIGENCE	 	25	 
	7	 	 	PROGRESS AND ROYALTY REPORTS	 	26	 
	8	 	 	BOOKS AND RECORDS	 	30	 
	9	 	 	TERM OF THE AGREEMENT	 	31	 
	10	 	 	TERMINATION FOR CAUSE	 	32	 
	11	 	 	TERMINATION BY LICENSEE	 	34	 
	12	 	 	DISPOSITION OF LICENSED PRODUCTS ON HAND	 	35	 
	13	 	 	USE OF NAMES, TRADEMARKS AND CONFIDENTIAL INFORMATION	 	36	 
	14	 	 	LIMITED WARRANTY	 	37	 
	15	 	 	PATENT PROSECUTION AND MAINTENANCE	 	39	 
	16	 	 	PATENT MARKING	 	42	 
	17	 	 	PATENT INFRINGEMENT	 	43	 
	18	 	 	INDEMNIFICATION AND INSURANCE	 	44	 
	19	 	 	NOTICES	 	46	 
	20	 	 	ASSIGNABILITY	 	47	 
	21	 	 	LATE PAYMENTS	 	48	 
	22	 	 	WAIVER	 	48	 
	23	 	 	FAILURE TO PERFORM	 	49	 
	24	 	 	GOVERNING LAWS	 	49	 
	25	 	 	PREFERENCE FOR UNITED STATES INDUSTRY	 	50	 
	26	 	 	FOREIGN GOVERNMENT APPROVAL OR REGISTRATION	 	50	 
	27	 	 	EXPORT CONTROL LAWS	 	50	 
	28	 	 	CONFIDENTIALITY	 	51	 
	29	 	 	MISCELLANEOUS	 	52	 
			
			


	         EXHIBIT       A,         P.58;        EXHIBIT        B,       P.59;           EXHIBIT         C,         P.        65	 	 	 	 


	

58









	
EXCLUSIVE LICENSE AGREEMENT

between

OSTEOTECH, INC.

and

RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY



	

59









	
Exhibit A

THIS EXHIBIT A LISTS PATENTS COVERING A WIDE RANGE OF POLYMER AND MONOMER COMPOSITIONS. EXCEPT
AT PROVIDED IN SECTION 2.1(c), THESE PATENTS ARE INCLUDED IN THIS LICENSE AGREEMENT ONLY TO THE EXTENT
THEY APPLY TO “POLYCARBONATES”, AS DEFINED IN SECTION 1.10 OF THIS LICENSE AGREEMENT, OR
THE FABRICATION OF POLYCARBONATES. CLAIMS THAT ARE NOT APPLICABLE TO POLYCARBONATES AND CLAIMS THAT
RELATE TO USES OUTSIDE THE LICENSED FIELD AS DEFINED IN SECTION 1.4 OF THIS LICENSE AGREEMENT ARE
EXCLUDED.

*** PATENTS  (The Inventions)

                A. US Patent ***. 

                B. US Patent ***.

                C. US Patent ***. 

                D. US Patent ***. 

*** PATENTS

	 


	                E.                     	US Patent ***. 
			 
	                F.                     	US Patent Application No ***


	 
	

	*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is being filed separately with the Securities and Exchange Commission.



	

60









	
Exhibit B

	 


	



	

	 
	January 14, 2005
  ***








Dear Joseph:

This letter is to provide you with additional information regarding Osteotech’s PlexusTM Product
line, as we discussed in our meeting of November 24. We agreed to provide you with more detail regarding
our business model for PlexusTM Products.

These initial projections have been derived from the best information currently available. ***

***.

***. 

***. 

***.

***.  

***.

***.



	 
	

	*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is being filed separately with the Securities and Exchange Commission.



	

61









	
Sincerely,

Donna Haag
Sr. Director, New Business Development

Cc:  Richard Bauer, Michael J. Jeffries, Jim Russell – Osteotech, Inc.



	

62









	
Table I

	 


	Distribution

Network	 	Market Segment	 	Total 

2004

Projected 

US

Market 

$ ’000	 	Planned Products	 	Date of First

Product

Introduction	 	Estimated

Market

Penetration

First Year	 	Estimated 

Market

Penetration

Five years 

after

introduction	 
	
	 	
	 	
	 	
	 	
	 	
	 	
	 
	***	 	***	 	$	 331	 	***	 	***	 	***%	 	***%	 
	***	 	***	 	$	 1,004	 	***	 	***	 	***%	 	***%	 
	***	 	***	 	$	 172	 	***	 	***	 	***%	 	***%	 
	***	 	***	 	$	 257	 	***	 	***	 	***%	 	***%	 
	***	 	***	 	$	 257	 	***	 	***	 	***%	 	***%	 
	***	 	***	 	$	 366	 	***	 	***	 	***%	 	***%	 
	***	 	***	 	$	 154	 	***	 	***	 	***%	 	***%	 
	***	 	***	 	$	 102	 	***	 	***	 	***%	 	***%	 
	***	 	***	 	$	 40	 	***	 	***	 	***%	 	***%	 
	***	 	***	 	$	 57	 	***	 	***	 	***%	 	***%	 


	 
	

	*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is being filed separately with the Securities and Exchange Commission.



	

63









	
Table II
Preliminary Summary of Likely US Regulatory Paths for Plexus 


	 


		PMA	 	510K Clinical	 	510K No Clinical	 
	 	 	
	 	
	 	
	 
	Exemplary Indication	 	***	 	***	 	***	 
	Probability of Designation	 	***	 	***	 	***	 
	Regulatory Status	 	***	 	***	 	***	 
	Marketing Submission	 	***	 	***	 	***	 
	Clinical Studies Prior to Marketing	 	***	 	***	 	***	 
	Premarket Timeframe	 	***	 	***	 	***	 


	 
	

	*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is being filed separately with the Securities and Exchange Commission.



	

64









	
Figure III
Plexus Product Development Timing

***




	 
	

	*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is being filed separately with the Securities and Exchange Commission.



	

65









	Exhibit C

INTERNAL RUTGERS-OSTEOTECH MONOMER SPECIFICATION SHEET

(Version of December 1, 2004)

***



	 
	

	*** Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is being filed separately with the Securities and Exchange Commission.



	

66